Infinite SpiderMan
by InfiniteUniverse10
Summary: High-School student Peter Parker's life changes one day when he is bitten by a radioactive spider. Now, he must protect Manhattan and the world from the uncanny and dangerous as the Spectacular Spider-Man! Rated T for themes, language and graphic scenes. UPDATE: Issue Zero, my Christmas present to you guys, is up! It's a great jumping on point! Written by InfiniteUniverse10.
1. Great Power Part I

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS USED IN THIS FANFIC!**

**Note: Hey! This fanfic is partially based off 616, Ultimate, and the movie Spider-Man. I'm giving a shout out to ZeroBen, who partially inspired me to write this new Universe that I'm labeling as Earth-1470. I also decided to write this Universe so it gave me freedom to write whatever I want, whenever I want, because I plan this to be like the actual two companies (DC, Marvel) and will have many different series. Most people tend to be afraid of new, and big changes, but people liked the Ultimate Universe so I hope you'll like this one because as you'll soon see: there are some big-ass changes! And of course other things do not change, like Peter's name and appearance.**

**INFINITE SPIDER-MAN**

**Great Power Part I**

**August 1, 1996, New York City**

General Nicholas "Nick" Fury strolled through the corridors of an extremely bright facility. Light of all different colors seemed to come from the walls and in some cases they were indeed being produced from the walls. This building was the secret government agency, SHIELD's, most active research center, best known in the government for their study and (hopeful) reproduction of the super soldier serum created by the Nazi Party.

The black man hurried through a pair of large black, steel doors into a room lit just like the outer hallways. Inside the room was a large assortment of computers, microscopes, telescopes, and other scientific gadgets. A lone scientist was typing frantically into a computer, his slim frame shaking from the amount of days straight he had worked.

"Dr. Parker," Nick Fury greeted.

The man didn't stop typing but responded, "Hello, General Fury. To what, do I owe the honor?"

"I…I'm sorry, but I've been sent here to shut down your study," The head of SHIELD stated, getting right to the point, "It's cost too much and hasn't paid back."

"What?" The slim, Caucasian man exclaimed, turning around, "How can they? I'm a few days away from the finding the answer about if there is in fact intelligent life on other planets! I'm almost done! Tell them to give me a week."

"Dr. Parker, this is your fifteenth week. You're not getting another week. You're not getting any closer. Every week you've said that you're a few days away. Every week you say you just need a little more time," Nick Fury said aggressively.

"And…every week I am almost finished. Director, come here," Nick Fury walked over to Dr. Richard Parker and looked at the computer screen, which was showing a line constantly rising and lowering, " See that? That amount of radio waves produced in that area of the Provirus Solar System. That's almost exactly the same amount of radio waves we produce. That must mean that intelligent life lives somewhere in that solar system. This was recorded a week ago. I left for a while, having not been able to pinpoint the exact planet the waves were coming from, to my pregnant wife and to get a few hours of sleep. I come back just five hours later and look," The screen suddenly flashed forward to what was recorded as 5:32 later. The line had disappeared from the screen.

"No waves?" Nick Fury stated.

"No waves. It's almost as if something, something big and powerful, kills them, intelligent life, off before I get a chance to find out if they do indeed exist. I doubt this thing…if it's real…does it just to stop me from finding E.T.'s but I can just tell that something big is going on. And I'm really close to finding out what it is. So, please, don't let them do this to me," Richard looked up at the black man.

"I'm sorry…but I have to."

Suddenly the computer started flashing and a loud alarm came from it.

"'The hell is going on?" Fury asked.

"Oh my God!" Richard turned to his computer happily, "It's found something…"

"It's found what?"

"My God…something is moving directly towards the Earth. Something small and round…" Richard was staring at the computer as assorted 1's and 0's rolled across the screen, "It's producing some sort of energy…some sort of cosmic radiation…it appears to be a…capsule of some sort, but I can't tell what's inside."

"When is it going to arrive?" Fury asked, suddenly interested.

Richard sat back in a chair and sighed,

"About fifteen years…"

**August 21, 2011, New York City**

Peter Benjamin Parker's life was finally going exactly like he wanted it to. He had a great best friend (whom he's always had.) He he'd asked out the girl of his dreams, Liz Allan, and she had said yes. He had a class field trip to Oscorp the next day, where he would be able to examine some of the newest and coolest things being produced by his best friend, Harry Osborn's, father, Norman Osborn. He hadn't seen Flash all summer. His birthday was tomorrow and best of all, he'd gotten a summer internship at the Triskelion, where some of the biggest and most top-secret government studies happened.

And that's all Peter could think about as his Uncle, Benjamin Parker, drove him to school for the first day of the new school year, which also so happened to be his freshman year at Midtown High.

"Peter, you're sure you have everything?" His Uncle Ben asked for he tenth time.

"Yes," Peter sighed.

"And everything's fine?"

"Definitely! Today is where everything's going to **change** for me; I can just feel it! High school's going to be different," Peter said as they stopped in front of the school.

"Alright…" Uncle Ben stopped for a minute and then turned to Peter, "Look at me, son."

"Huh," Peter questioned while turning to his elderly Uncle.

"You're beginning to look just like your father…all grown up," A tear came to Peter's Uncle's eyes.

"My God, Uncle Ben! I'm fifteen! Stop going all soft on me!" Peter exclaimed while exiting the car. Peter had lived with his Aunt May and Uncle Ben for as long as he could remember. They'd never gone into detail about what happened to his parents and Peter never asked. It wasn't important to him because Uncle Ben and Aunt May were like his father and mother.

"Alright, Peter, I'm sorry," Ben sighed, "Have a good day at school, kiddo!"

Peter's choice of response was a groan. Ben chuckled and drove away.

A grin formed on Peter's face as he started to enter the high school building. _This is where everything changes. Now I'm going to be cool…_

And then…

He slipped.

"Hahaha! Puny Parker tripped over his own feet!" Flash Thompson, Peter's constant torturer, shouted while high-fiving his friends and laughing.

Suddenly a rough hand was lifting Peter up from the ground, "C'mon Pete, we're in high school now. You can't just go around looking like an idiot everywhere you go," Harry Osborn, Peter's red headed best friend stated.

"It was an accident…I…" Peter went completely silent when he saw Liz Allan approach him.

"Are you alright, Peter?" The gorgeous blonde asked.

"I…yeah, Liz. Thanks for asking. I just….uh…fell," Peter said dumbly.

Liz just giggled and replied, "So, are you still up for Friday night?"

Suddenly Flash was standing right by Liz, very interested in the conversation, "What? You're going on a date with Parker?"

Peter didn't want to be caught in the middle of this so he began to sneak away.

"Unh uh, Parker. You come back here," Flash grabbed Peter by the collar, "What's going on here?"

Liz responded angrily, "He asked me out and I said yes!"

"What?" Harry and Flash exclaimed at the same time.

"You asked a girl out?" Harry shouted.

"You asked _my_ girl out?" Flash exclaimed.

"I'm not _your_ girl, Flash! I can date whoever I want to!" Liz got into Flash's face.

Flash turned to Peter now, "Oh, Parker, you're through! You got Liz all mad at me because of you," Flash started to pick Peter up.

Peter, who had been silent this entire time finally said, "Flash, let me down. I'm sick of you constantly being a dumb ass and messing with me and Harry! I asked out Liz, so what?!" Peter pushed Flash away.

"That's it!" Flash began to swing his fist back and Peter prepared to duck under it, like he had done so many times before.

"You delinquents stop fighting!" Mr. Harris, the History teacher, exclaimed.

Flash stopped midway through his punch and after Mr. Harris motioned directly to Flash, he followed the elder man. Before he was even two steps away, he whispered, "You want me to stop, Parker? Meet me in the parking lot right after school."

And suddenly Peter Parker's life wasn't going exactly the way he wanted it to. He knew Flash was going to kick his ass. He knew he had no chance of winning this fight and if he tried to get away everyone would think of him as a coward and Liz… she wouldn't go on a date with a coward.

So for the next couple hours, Peter sulked. But despite all of his sulking he still managed to "wow" all the teachers by his intellect. Peter Parker was in fact the smartest kid in the entire freshman class, possibly even in the entire school. And Peter ended the day feeling good about himself and had almost completely forgotten the fight with Flash and was walking through the parking lot to go home, when…

"AGGH!" Peter hit the ground hard. Flash had snuck up behind him and punched him in the face and Peter's glasses had broken at the ridge on impact. Peter's nose had begun to gush blood

"So, Puny Parker, you thought you could get away?" Flash was grinning mischievously.

Peter had to make up a lie, and he had to do it quick, "Nah, I just uh…thought you meant the other parking lot…"

"I'm sure," Flash said sarcastically while picking Peter up, "So, you cancel your date with Liz?"

Peter noticed that all of Flash's lackeys from the football team were beginning to surround him. Harry and Liz were running from the school towards Peter.

"Flash, what the hell are you doing?" Liz exclaimed.

Flash let go of Peter for a second and turned to Liz, "I'm just teaching him a lesson, baby," All of his lackeys nodded in agreement. Peter knew this was his chance. He swung his fist back and punched Flash on his right cheek.

"Ow! You bitch!" Flash turned to Peter, holding his cheek, "You're going to die!"

"Flash, stop!" Liz exclaimed as she and Harry tried to hold Flash off of Peter. Flash's lackeys pulled them off and held them away as Flash lunged at Peter.

He full on tackled Peter and when they hit the ground, all the air seeped from Peter's lungs. Flash began pummeling him till his fists were covered in red. He stopped and then stood over the beaten and bloody Peter Parker.

"That'll teach you," He said and he walked away, grabbing Liz by the arm. His lackeys followed him. Liz looked over her shoulder, tears sliding down her face, "I'm sorry, Peter," She yelled.

Peter stood up and grabbed his broken glasses, "Damnit," he whispered.

Harry walked over to his friend and put a hand on his shoulder, "Dude, I…"

"Just leave me alone, Harry." Peter grunted, pushing Harry's hand off his shoulder. He walked past his friend, Harry simply looking on, an expression of sorrow on his face.

He'd been beaten again. His glasses were broken again. He had another bruise to tell his Aunt about. Peter's life wasn't going well at all...and not to mention everything was "fuzzy" because of his broken glasses so it took him a full hour to find his way home.

After arriving home, eyes blotchy from crying, Peter was glad to find nobody was home. _They probably went looking for me_, he thought. He walked up to his room, opened a drawer and pulled out another pair of glasses. He was used to having broken glasses.

He then hurried to the kitchen to find the first aid kit so he could fix himself up. After patching up his face and beginning to ice his nose, he found his cell phone hidden under all of his dirty clothes in his room. He pulled it out, flipped it open and dialed his uncle's number.

The phone rang only once before it was answered by his uncle, "Peter, where are you?" Uncle Ben sounded worried.

"Home. Sorry, I…had some issues at school…it took me a while to get back," Peter told his Uncle Ben.

"And you're alright?"

Peter sighed, "Um…yeah," He lied.

"Alright, we'll be home in a couple minutes."

"Cool, bye," Peter said and he hung up.

"Oh God…they're going to kill me…"

After waiting for ten minutes, the door creaked open to his house and Peter's Aunt May and Uncle Ben hurried inside. Peter walked up to them, trying to shield his face with his hand the whole time.

"Hey," He mumbled.

"Peter, Oh My God! What happened to your face?" Aunt May exclaimed, running to her nephew.

"Nothing, it's just…"

"Did that horrible Flash Thompson do that to you?" Aunt May examined his patched up face.

"I…no…yes…" Peter pulled away from her, "This was something I had to do…"

"You had to do…you got into a fight with him?" Aunt May exaggerated "fight" like it was the most unholy thing in existence.

"Aunt May…" Peter turned to his Uncle.

"May, this was something he really had to do. I can tell from his eyes. It's a man thing," Ben grinned at his nephew. Peter smiled back.

"But, Ben…"

"No, buts. Lets pretend like this never happened, okay?" Ben said.

"Alright, but let's at least get you some better medical attention, Peter. You didn't do the best of jobs," May said kindly.

"Actually, Aunt May…I was going to wait till you got home…but, I…I want to go out." Peter couldn't stand being with his adoring and babying uncle and aunt anymore.

"What…why? No, of course you can't!" May exclaimed, grabbing onto Peter.

Peter looked to his Uncle again.

"I'm with your Aunt on this one, son. It's getting late…" Ben said.

"No…it's…" Peter began to get mad, "I'm fifteen. I just got my ass kicked for the zillionth time! I need to go cool off, okay?"

"No!" May stated, "And do not use that language!"

"Don't tell me what to do! You're not my parents!" Peter shouted. His Aunt and Uncle became silent and May let go of him. Peter marched out of the house, slamming the door behind him.

After a few brief minutes of wandering around aimlessly, Peter had decided to go to the playground by Midtown High. It was usually abandoned by this time and it was where Peter always went to think. And indeed he couldn't think straight until he sat down on a swing set there. And right then, his entire mind cleared.

"Oh My God…I never should have said that…" Peter realized his mistake, "I'm such an idiot…"

He then thought about everything that had happened that day and how he had made such a fool of himself. And despite all that, he pushed away the people who cared for him and tried to help him. He pushed away Harry, Uncle Ben and Aunt May…

Peter began to cry.

_Damn it! I wish I was stronger, faster, braver…a better person..._Peter looked up to the sky, a shooting star shot right by, _I wish I had power. Great power…_

A spider slowly spun down its web to Peter's hand.

And that's when Peter noticed the shooting star was actually heading right towards him.

"Oh shit…" He muttered and he began to run. He ran faster than he ever had before. Could his luck get any worse? A meteor? Falling toward him? Peter managed to exit the playground and right as he did sohe heard a huge _BOOM _and felt the ground shake under him. Peter collapsed on the ground. He couldn't hear, couldn't think, couldn't do anything for what seemed like hours.

After recovering, Peter stood up, shaking. He looked back at the playground. The entire area was just a huge crater. Right where Peter once sat, right where the swing set once was…lay a large silver capsule.

Peter couldn't believe his eyes…something from space had crashed right there! He completely forgot about all of his troubles and ran to the capsule in nerd-glee. There was a door on it and he tried to pull it open but it wouldn't budge. He looked through what seemed to be a window to see…a humanoid figure. It looked just like a human but its skin was gray. It had no hair and black blood seeped from all over its body. It turned its head to Peter, barely still alive.

And that's when the spider bit him.

"Aagghh!" Peter flicked the spider off his hand. Peter'd been bitten by spiders before that point and none of them had hurt as badly as that. His hand was beginning to swell and he started to feel dizzy.

"Ooohhh…" he said woozily. He felt like he was going to puke.

And then he did…

He threw up for about a minute until there was nothing left to come up. Sirens blared as he wiped the acid off his mouth.

"Crap…" he was still woozy but he began to think about what was the best way to get out of there and was beginning to scratch his head when a single line of string-no, webbing- came out of his wrist. It attached to a tree that was barely out of the crater.

"What?" Peter pulled away and the webbing jerked out of his wrist. As soon as the webs had left his wrist he immediately felt better. Much better in fact. Better than he ever had before…

He began to run…faster and faster…the fastest he'd ever ran in his life. He spotted a broken tree lying in his path. He began to jump over it and…he jumped at least ten feet into the air!

"Oh My God!" He reached his home in no time. He hurriedly entered the house. As soon as he entered he was stopped by his Aunt and Uncle.

"Peter," Aunt May began, "I'm sorry we…"

Peter interrupted her, "No, I'm sorry. You guys **are **my parents. I was just uh…hormoning out, I guess."

"Well, uh…" Aunt May examined her nephew…no…her son, "You look better, happier, almost like something's changed about you…"

"Yeah, I feel great. Now, I'm going to go up to my room. I uh…have homework to do. And I'm going to make it up to you two tomorrow, okay?" Peter smiled and he quite literally jumped up the stairs.

May turned to Ben and grinned, "He's happy. Whatever, happened out there, I'm glad it did!"

"Yep, it's weird, actually…he seems almost like a new person…" Ben stated, slightly worried, although smiling all the same.

Upstairs, Peter was frantically trashing his room to find his science kit.

"Where is it? Where is it?" He shouted, frantically looking through drawers. He caught a glimpse of something green under his bed.

"Of course! I left it under my bed!" Peter pulled out the neon green box that held his electron microscope and many other scientific tools he used to conduct his own personal experiments.

"Alright…" Peter took out a small needle and poked his thumb with it. A small droplet of blood arose from his thumb. He then let his blood drop onto a glass sheet and he then put the cover onto it. He slid it under the microscope and begun to examine his blood.

"My God…My blood is highly radiated. And my DNA is mutated…it looks almost like…" Peter began to pull his hand away from the microscope but it stuck to it. He yanked his hand away and it came off with a _POP._

"Almost like a spider's DNA." Peter sat back in his chair and examined his hands. He noticed little hairs rising on each of his fingers.

"My God…that meteor. It probably produced a large amount of cosmic radiation when it crashed. The radiation mutated that spider. The spider was probably dying from the radiation and because of that it became extremely aggressive. It bit the first thing it saw…me. Now that radiation has entered my blood and mutated my DNA," Peter said it as if it was the most important thought in the world.

Peter began to think, _That ship…that alien…they amount to nothing compared to the discovery of this. Iron Man just wears a suit of armor. Captain America is just an enhanced human. The mixing of the two DNA's: spider and human…that's huge! And now…what am I? Am I a mutant? I sure as hell am not a man…no, no…now I am a…_

_Spider-Man._

**NOTE: I hope you enjoyed this. And yeah, Peter's origin is really different than before and I plan to make if differ even more from 616 and 1610! The next issue will probably be longer and better! Also, this takes place after the first arc or two of Iron Man, possibly after the first arc of Hulk and Captain America is currently close to being found! I'm going to start setting up for Spidey's super villains next issue, give you a little bit more of Pete's parents' past, and be prepared…Spider-Man is going to make huge mistakes and create the suit next issue! Hopefully the next issue will be out in a couple of days to a week. Also, please R&R to tell me what to do better! I'm always open to criticism! And here's a little hint-hint for the future (who knows when that'll be): Eventually Spidey's going to have a team up with everyone's favorite 4 person super team to stop the threat that Peter's father was discovering! And Spidey's first real super villain is another arachnid…and a pissed one at that!**

**Next: Great Power Part II**


	2. Great Power Part II

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS IN THIS WORK!**

**Note: I hope you enjoy this and please R&R! Also, I forgot to state this in the last issue, in every one of the "Infinite" series, especially this one (for now), there will be spoilers for the other series. Some of things that are already published, and some that are from soon-to-be published chapters. I had huge spoilers for Cap last issue btw!**

**INFINITE SPIDER-MAN**

**Great Power Part II**

**August 22, 2011, Oscorp**

Norman Osborn stalked around his office, steam seeming to come out of his ears.

"Where the hell are they?" And right on cue, four men in lab coats hurried into the room.

"I'm sorry we're…" The tallest of the four began.

"Shut up. Now, you four better have good news…" Norman seethed.

"Well, I can not speak for the others, but I have…um… faced a little bit of difficulty getting the jetpack, from Project VULTURE, to use wind power to produce the amount of energy needed to fly more than a few feet off of the ground, and…" The tall one's name is Adrian Toomes, and he is an elderly man with a long crooked nose.

Norman interrupted him again, "Next!"

"Well…" the shortest of the four started, "The robotic arms are almost complete. They just keep attachi…" Norman interrupted that man, Dr. Otto Octavius. Dr. Octavius was a short and stocky man, who had a brown bull cut.

"'Almost' isn't good enough! The U.S. military contract is about to be revoked if we do not successfully produce…something…to create a superhuman. HAMMER claims they're just a week away from creating their own Iron Man armor. AIM is about to produce the Super Soldier Serum Neo. And Stark…well…we don't have to worry about that lazy, playboy dumbass! But what do we have? A bunch of half finished shit!" Norman turned to the two other men, "Now, do you two have any good news or am I going to half to start hiring new Heads of the Scientific Research Department?"

A rather slim man of average height stood up tall, "Mr. Osborn, I do have good news. The Oz Super Soldier Serum is complete."

Norman grinned, "Now, that's a real scientist. Dr. Nels van Adder…you all should strive to be more like him," Norman gave the evil eye to Adrian and Otto, "So, what about the other two serums?"

A tall, well built man, named Curtis Connors spoke, "Mr. Osborn, the Oz Healing Factor Serum is…far from complete. The rats I keep testing die in a matter of days…"

Norman seethed, "And…"

"And the Oz Hulk formula…um…the bones seem to be crushed by the sheer weight of the muscles after growth. I honestly have no idea how Robert Banner can survive the stress."

"You say all that like I care…so, Dr. van Adder, congratulations! You have just been awarded the sole spot of the Head of Scientific Research for OsCorp," Norman Osborn turned to the others, grinning like a crazy person, "You all are fired."

Dr. Connors collapsed to the ground, crying, "Mr. Osborn, you can't do this! This is all I have! My wife works at a grocery store and…we hardly survive **with** this money! Please! Don't do this!"

Norman Osborn walked up to Connors and put a hand on his shoulder.

"I'm sorry, Curt." Norman suddenly kicked Curt Connors in the face, breaking his nose.

"Get out." Curt stood up and rushed out of the room, holding his nose, "Now, does anyone else want to whine about their small, worthless lives?"

Adrian Toomes gritted his teeth in anger while leaving the room. Otto stood by for a second longer, then left the room. Nels van Adder couldn't stand to be in the same room with his cruel boss and so he left too.

"Nels, wait," Norman ordered the slim man.

Nel reluctantly turned to his employer, "Yes, Mr. Osborn?"

"You are now the head of all the superhuman projects, so I shall ask you, is there anyone you would like to have as your assistant?"

There was one person…one person Nels had wanted to help get a good job for a long time. The boy was smart, but misguided.

"Yes, sir. My cousin, Raniero Drago. But other than him, you can choose." And with that, Nels began to leave the room again.

"And Nels," Norman stopped the man again, "My son's class is coming here on a field trip today. Please shut down all of the superhuman research areas. I do not want news of our success to leak to other companies."

"Yes, sir."

**The Parker Residence**

Peter Parker awoke to hear his Aunt May shouting at him.

"Peter Benjamin Parker, wake up right now! You're going to be late to school!"

_What? _Peter thought. He lifted his head up and realized that he was lying on his workbench on top of multiple papers where he had jotted down notes detailing spiders. He lazily got up and looked at his alarm clock. He couldn't see it straight…did he not have his glasses on. He felt around his room, looking for his glasses and after checking his entire workbench, he realized they were on his face.

"What?" He took them off and suddenly he could see clearly, "Weird." But he didn't have time to think about that; he looked at his alarm clock. It read: 7:45.

"Oh crap," He muttered as he began to throw on the nearest clean clothes he could find. He put on a wrinkled blue button-up shirt, a pair of khaki pants and black socks. He slipped on his shoes and ran downstairs.

"Good morning," he said to his aunt and uncle while grabbing a piece of toast. While eating the toast he began to exit the house.

"Peter, do you want us to drive you?" Ben asked.

Peter stopped, turned to his uncle and smiled, "No, today I feel like I…should get some exercise." Peter ran out of the house. He realized he left his backpack so he hurried back in grabbed it and ran back out.

He ran even faster than the day previously and made it to school with time to spare. Three school buses were in the front of the Midtown High building.

"Oh, that's right, there's a field trip today," Peter muttered nonchalantly. He walked through a crowd of people in front of the buses and almost immediately found his best friend, Harry Osborn.

"Harry!" Peter shouted to his friend. The taller boy turned to Peter.

"Pete, I thought you were going to be late? I…you…how did your face…?" Harry's mouth seemed to drop to the ground.

Peter touched his face gently and then realized that he was in no pain at all: he'd completely healed from his fight with Flash the previous day. "I…I guess I'm a fast healer," Peter grinned.

"Alright," Harry sighed, "Let's go. Bus One." Harry led his friend to the bus labeled as "Bus 1." The bus was full of kids but as soon as Peter entered it he saw his tormentor, Flash Thompson, sitting with the girl of his dream, the girl Peter had a date with Friday night, Liz Allan.

Flash was laughing at some stupid joke about a taco when he noticed Peter. He frowned and shouted from the back of the bus, "How the hell is your face not broken, Puny Parker?"

Peter tried to ignore Flash and began to sit in a seat at the front of the bus, "Or is your face so ugly that it's just hard to notice the bruises?"

Harry clenched his fist and was beginning to head to Flash. Peter grabbed his friend, "Stop. He's just a dumbass."

"I know that, but he's so…infuriating," Harry began to sit down.

"Ahh, look at that. Puny Parker had to stop his boy friend from 'hurting' me," Peter could hear Flash shout sarcastically, only to be scolded by Liz.

"That's it. When we get to my dad's place, I'm going to kick his ass," Harry swore.

Peter could hardly stand sitting next to Harry for the forty-five minute drive to OsCorp's headquarters. Harry was constantly gritting his teeth and having to grab onto the sides of the seat to keep from going to the back of the bus to hurt Flash as Flash continued to taunt the two throughout the entire drive.

After arriving, the mob of high schoolers rushed out of the bus. Peter made sure to get out first with Harry, as to keep some distance between his friend and Flash.

The students were greeted by an African American woman who said she would be their tour guide. They followed her into the building and she began to explain the history of OsCorp. Peter wasn't interested in that…no, especially not now. Now he had to keep Harry from finding Flash, otherwise he knew all hell would break loose.

"C'mon, Harry," Peter grabbed Harry's arm, "Let's uh…find your dad."

Harry pulled his arm away from Peter, "Hell, no. I'm not always going to baby up to Flash, Peter. I'm going to kick his ass and teach him to stop messing with us." Harry walked away, scowling.

Peter didn't want to get caught in another fight with Flash, but he couldn't just let Harry go fight him alone. Peter unwillingly followed his friend.

He found Harry in Flash's face, cussing him out, "You bitch! You're never going to fucking mess with me and my fucking friend ever again!" Flash seemed stunned and just stood there as Harry hit him in the jaw with a right cross.

Flash got up and was beginning to grab onto Harry when Mr. Harris walked by.

"You two! Out of this building, now! If you're going to fight, do it outside!" Mr. Harris ordered Harry and Flash and then he turned specifically to Harry, "And Harry, this is your father's head quarters. I expected better of you." Harry angrily sighed and began marching out of the building. Flash stayed behind.

"What? Parker doesn't have to go too?"

"No, Mr. Thompson! Mr. Parker here has done nothing wrong. I saw him trying to stop you two." Peter knew that wasn't true. He hadn't tried to stop them. He'd just stood there.

Flash seethed, "Screw you, Parker! You teacher's pet! You're just some insignificant spider in our lives, and I'm going to squash you!"

"Mr. Thompson, get out right now!" Flash unwillingly left the building.

Mr. Harris now turned to Peter, "Mr. Parker, I only had you yesterday but I can already tell you're going to be Midtown High's star student. So please, do not hang around those hooligans."

Peter thanked the large man and told him he would. But in all honesty, Peter couldn't stop being friends with Harry because Harry was in fact Peter's only friend. Unless you counted Liz…but she probably just felt bad for him because he was always being picked on by her boyfriend.

Peter walked back into the crowd of kids and listened to the rest of the "History of OsCorp." After the woman was done she said they could wander around the entire building, going from exhibit to exhibit. Peter began wandering through the building, nerding out at every invention.

He'd made it almost to the end of a large hallway when he noticed the last room at the end of the hallway was locked. A sign on the front read, "DO NOT ENTER! CLOSED FOR CONSTRUCTION."

"Weird," Peter muttered, "When we were outside it didn't look like there was any construction going on." He began to study the doors and noticed a little metal plate beneath the sign. He pulled the sign back slightly and looked under it. The plate was labeled, "Superhuman Research and Development."

"Oh My God!" Peter pulled his hand back from the sign but the sign stuck to his hands. He pulled slightly harder and the sign ripped off of the door.

"Peter! What are you doing?" Peter turned around hurriedly - finally managing to rip the sign off of his hand - to see Liz Allan.

"Oh, uh, hey Liz. I was just, uh, you know…" Peter began to sweat. He was embarrassing himself in front of her, revealing his powers to her, and looked like he was disobeying the rules. He knew he was screwed.

"Do you like superheroes?"

"What?"

Liz sighed and said, "Do you like superheroes?"

Peter took a step back, "Um…is this a trick question?"

"No."

"Well, then, yes. Yes, I do. I…I…" A light bulb went off in Peter's head, "I love 'em! And Harry told me they were doing some er…studies on them so I decided to come here and check it out. I guess I was going to sneak in!" Peter said happily.

"Uh, ok." Liz said uncomfortably. She never could understand Peter. He breaks major rules one day and the next is a total teacher's pet. But honestly, that's why she found Peter to be so…nice. Different. Cool. She would never tell him this, because he probably just liked her because she's popular, but really, she had developed feelings for him over the past year.

"So, do you want to, you know, go in there?" Liz asked.

Peter grinned, "Hell yeah!"

**11****th**** Floor, Norman Osborn's Office**

"What the hell is going on?" Norman screamed, observing his computer screen. He had cameras placed all over his building so he was constantly watching to make sure nobody stole anything…so that nobody broke the rules. But two kids seemed to enjoy doing just that.

A blonde girl and a thin brunette boy were entering into the Superhuman Research and Development Area. The area, as he told Nels, should have been locked.

Norman pulled out his cell phone and found under favorites, Nels van Adder.

**OsCorp, Superhuman Research and Development**

"Whoa…" Peter stood in awe, staring at the magnificent things around the large room. In a small room, a jetpack and a pair of wings was planted against the wall. On the other side, a metallic harness lay on a table, four metal "arms" coming out from the sides.

To the very back of the room was a row of canisters, each labeled "Oz." Many other scientific instruments and inventions were scattered around the room.

"This is so cool," Liz said, grabbing a hold of Peter's arm. Peter looked at her and smiled.

She smiled back.

**At Nels van Adder**

"I'm sorry Mr. Osborn. I-I screwed up. I'll go get them out of there right now. Thank you. Sorry. Bye." Nels van Adder began to hurry through the crowd of students at his exhibit. He'd been midway through his presentation on genetics when he was called by Norman demanding he go stop two young intruders in the Superhuman Area.

He began to enter into a full on sprint and arrived at the doors to the room, gasping for air. Ten floors above him, Norman Osborn was watching all of this.

Nels hurried into the room to see two teenagers holding hands, examining the glider at the front of the room.

A strong buzzing vibrated in Peter's head.

Nels took in a deep breath and declared, "You two must get out now! This is a restricted area!"

The two turned around, shocked.

"Um sorry," Liz simply said, pulling Peter out of the room with her. The entire time Peter was thinking, _What was that buzzing?_

Nels then ordered them to leave to leave the premises of the building immediately. So Peter and Liz hurried outside, avoiding all of the teachers. When they got out of the building, Peter saw that Harry was holding his face, blood covering his hands and Flash was standing a few feet away, leaning against a wall.

"Harry!" Peter ran up to his friend and pulled his hand away. Harry's entire face was swollen, blood was gushing from his nose and his lips and he was sobbing.

"Wyme wo weak," Harry sobbed unintelligibly.

Liz just stood back shocked and Flash turned and grinned to Peter, "That's what happens when you %^&* with Flash Thompson, Parker."

Peter turned to Flash, scowling, "That's it. You sick bastard, I'm going to beat the shit out of you!" Peter began to approach Flash.

"Bring it, Bug-boy!" Flash grinned evilly and started to walk towards Peter.

Flash suddenly tried to uppercut Peter. The sharp buzzing filled Peter's head again and he dodged Flash's fist (like Neo).

"How the hell-?" Flash was interrupted by Peter's fist being rammed into his gut.

Flash collapsed to the ground and threw up.

"Peter, how did you do that?" Liz asked, ignoring Flash completely.

"I…I don't know," Peter lied, because in truth he did know. What Flash had called him... a spider…that was truer than Flash would ever know. But Flash had gotten one little bit wrong: Peter wasn't just a spider…no, he was a Spider-Man.

Peter had researched spiders the night previously and now he realized truly. He hadn't just been given wall crawling powers. He'd been given spider strength, agility, organic webs, and even a spider sense! But what was he to do with these powers?

Suddenly the buzzing returned to Peter's head and he realized Flash was about to try to trip him. He jumped over Flash's foot and kicked him in the head, knocking him out.

"Peter! You didn't have to do that!" Liz exclaimed, running to Flash.

"What?" Peter didn't understand. Liz had seemed so interested in him earlier but now…after everything Flash had done to him…she still cared for Flash. Still worried about him.

"After everything that he's done to me, you worry about how he feels! He's knocked me out cold a dozen times and I do it once and suddenly it's all wrong!" Peter grabbed Liz's arm.

"Ow!" Liz shouted, pulling away from Peter, "What's wrong with you, Peter! Don't you understand! Flash is an idiot, but you…you should be better than him! You shouldn't be the one hurting him! Don't you see? Flash realizes you're…more **powerful** than him. You're smarter than him and will be more successful than him so he takes his self-pity and jealousy out on you! You have this **power** so you should be more **responsible** than him!"

It struck Peter like a hammer and he fell to the ground. It was just like his Uncle Ben always said, "With great power comes great responsibility."

Peter knew what he had to do now. He was the one who wished for power and now he had to be responsible and use it.

He'd seen movies about Captain America and Youtube videos of Iron Man fighting and he'd always wished he could be like them. And now he realized that this was his chance. No, this wasn't his chance; this was his destiny.

He'd been bitten by a spider and given its powers so now he had to become…

Spider-Man.

**New York City, Later that day**

"Alright, 3…2…1…" Peter Parker stood on the edge of a roof wearing a bag over his head, eye-holes cut out in them, and a red shirt and blue shorts, "Jump!"

He jumped from the side of the building and managed to land on an adjacent roof. He then continued to jump from roof to roof.

"Yeah!" He stopped on a roof near Times Square.

"Alright, time to test the webs." Peter lifted his hands up, trying to remember what he did yesterday to produce the webs. He made a fist and brought his wrist up and…nothing. He tried doing the Spock Star Trek hand thing…nothing. He tried a peace sign…nothing.

"C'mon!" He shouted, "Something's gotta work!" He then put his hands into a fist while extending his index and pinkie fingers and thumb. Webs shot out of his wrist latching onto a building that was at least fifty yards away.

"Here…we…GO!" He jumped, holding onto the web and swinging to the building, "AAAHHH!" He was about to crash into the building but at the last second he fired another web at another building and swung to it. He then slowly, but surely began to swing from building to building around the city.

"WOOHOO!"

**At Adrian Toomes**

Adrian grudgingly walked to his apartment in the Bronx. He entered the building and entered the elevator, clicking the "9th floor button."

After arriving at his destination he trotted through the hallway, muttering curses under his breath about Norman Osborn.

He arrived at his apartment where a big yellow sign was posted on the front of it.

"EVICTED." It read. All of Adrian's stuff was in front of the door. He collapsed to the ground and began to sob, "Damn you Osborn! Damn you!"

"You will pay!"

**The Connors' House**

Curtis Connors hated every second of having to tell his wife, Martha, about losing his job. Martha after that had fallen into his arms and began to cry. Curt held his wife in his arms and cried with her.

William "Billy," Curt's son, entered the room asking why they were crying.

"Nothing…just adult stuff…" Curt answered. Curt wasn't angry with Mr. Osborn. He wasn't angry at the world. No, Curt was a forgiving person. But he was angry with one person…himself.

He was the reason he'd gotten fired not Norman Osborn. He hadn't done his job.

And so he decided he would. He would complete the serum at home with none of his notes in a week. If he did, then he would take it to Norman Osborn and hopefully be accepted back into the company. If not, well then, he would give up completely and find a new job.

Or he might kill himself.

_Whichever seems best at the time, _Curt thought.

**An Alley in New York City**

"Change, please, change. Any change you have. Please, I'm starving. I served in the army. Change, please," An innocent looking man covered in layers upon layers of clothing begged. He'd lived on the streets for…what was it? Ten months? Twelve? He'd lost count.

The days had gone by as he endlessly begged and got nothing in return. But what he did get he would use to buy a beer.

He didn't need to buy food. He found it in the alleys he slept in.

The man got up and returned to his cardboard box home. And suddenly a flash of white passed his eyes. And then the white was right in front of his face, the life being choked out of it by a...a tail. A tail of flesh and bone.

MacDonald "Mac" Gargan ate the rat in silence, wishing he could be back.

Back kicking ass in the U.S. military.

Back before the real…the bad part of his mutant powers kicked in.

Back before he broke his back and his healing factor worked a little too well. Back before his spine had grown too much. Before it overwhelmed his body, made him a hunchback. Before it disgustingly grew out of his body and flesh healed right over it. Before he could control his spine "tail" mentally.

Back before the kids around town started to call him…

The Scorpion.

**August 23, 2011, The Parker Residence**

Peter Parker awoke this time on time. He hurried downstairs, dressed, and picked up the newspaper: The Daily Bugle.

He began scanning the pages while making a bowl of cereal for himself. He looked up from the newspaper. His Aunt and Uncle were not up yet. He looked back down to the newspaper and he began to read the front page, a frown forming on his face.

"The Bombastic Bag-Man Swings Through City!"

**Note: I hope you liked it. Yes, as you can see, Uncle Ben isn't dead (at least for now.) And the mistake I was referring to in the previous issue was Peter giving Flash a concussion, which I did not state it was a concussion in this issue but I will in the next. The costume part…well…I ended up changing part of the story so he's actually going to put on the costume next issue! This time I'm not lying! I hope you enjoyed my set up for three supervillains. I also, realize that the Toomes and Connors parts aren't that great but really I just wanted to set it up. You're probably not going to see any of them for the next few issues. Doc Ock probably won't come into the story for a while so that's why there's nothing with him! I also set up for another villain; maybe you guys noticed it, maybe not! I hope you liked the Bag-Man ending 'cuz I kind of thought it was funny while writing it! Sorry, I also left out the Peter's parents past part, I plan to have those every 3-5 chapters. Please R&R so I can know what to do better.**

**Next: Great Responsibility **


	3. Great Responsibility

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS IN THIS WORK!**

**Note: Not much to say, really. This is the end of the first arc. Spidey's first super villain next! Oh, also, unstable molecule cloth can be bought in this Universe and it's less dangerous. But it is really expensive. Also, I've become inspired by ZeroBen to state what the covers of each issue would look like so here it goes…**

**1- Peter sits on a swing set, looking sad. His shadow spreads out behind him, shaped like a spider. His father's face and the meteor/space ship flying through space are faded in the background.**

**1 Variant- Spiderman in full costume, hanging upside down from a building.**

**2- Peter swinging through the city grinning.**

**2 Variant #1- Bagman swinging through the city.**

**2 Variant #2- Spiderman swinging through the city.**

**3- Peter Parker stands looking over New York, his back to us, his costume entirely on other than his mask. He holds his mask in his hand and is smiling. The sun is setting in the background.**

**3 Variant- Spider-Man is crawling up a building.**

**(BTW I imagine all the main covers to be drawn by Mark Bagley and the Variants by Joe Madureira.)**

**INFINITE SPIDER-MAN**

**Great Responsibility**

**Manhattan, New York, August 23, 2011, 4:30**

Peter Parker rushed into his house after school (with no incidences with Flash Thompson) and said to his aunt May, "Did that package I ordered arrive?"

May looked up from the novel she was reading, "I don't know. I haven't checked the mail…" Peter hurried back out the door to get the mail, "And Peter! Packages normally don't arrive in a d…"

May went silent as she saw her nephew stroll back into the house with a package in his hands.

"What is that thing you ordered?" May asked.

"This…uh…a science experiment. Actually, it's for a science experiment," Peter turned to his Aunt and grinned awkwardly.

He tried to change the subject, "So, when is Uncle Ben coming home from work?"

May pretended to ignore her nephew's obvious nervousness, "Oh, Ben'll be back in just a few minutes I believe…" The elderly woman examined her nephew, "You look so…different…"

Peter quickly interrupted his Aunt, "It's probably just the contacts."

"When **did **we get you contacts? And why didn't you wear them earlier?" May questioned her nephew.

"Um…" Peter began to get really uncomfortable, "You know…last summer. I never really wanted to wear about them until now 'cuz I never really…cared about girls, I guess. Yeah, you really must be getting old to not remember that, Aunt May."

May tried to hide her embarrassment at seemingly forgetting the memory, "Oh, don't be so rude, Peter. And now that you mention it, I do remember getting those."

Peter grinned to himself. It may have been a little bit cruel, but it had kept May from questioning him too much.

"I'm going to be upstairs, unpacking this and you know…experimenting." Peter began to walk upstairs.

"Peter, can I see that package," May called to her nephew.

"Um…no. I really want to go now, so…"

"Well, then tell me what it is," May demanded.

"This…" Peter couldn't lie anymore to his loving aunt, "This is a suit of unstable molecules. I'm er…doing a test on them to see if they really work."

"Oh, okay," May pretended as if she knew what unstable molecules were. She didn't want Peter to believe she was as ignorant of modern tech as in actuality, "You can go then. I just wanted to make sure they weren't drugs or something like that."

Peter smiled. His Aunt's protectiveness was typical, and the lie was just plain entertaining. He hurried upstairs to his room and opened the package with a pair of scissors.

"I can not believe they even allow these to be sold to the public. I guess it was very expensive, though. It took all of the money I'd saved over the past year to pay for it," Peter thought as he opened the package.

Peter was surprised when he'd learned unstable molecule cloth could be bought directly from the Baxter Building but was pleased when he found the shipping only took a day because he lived so close to it.

Peter grinned widely as he examined the suit that was in the package. It was entirely white. There were boots, gloves, and even a mask under the suit.

Peter searched through his backpack for the two lenses he had bought for his mask just before returning home from school. He found them rather quickly and set them on the table by the suit.

The lenses glared up at him, the pale white bug-like eyes seeming to see right through him.

He took out from his science kit a special adhesive and began to glue the lenses onto the mask.

After that he examined the blue and red drawing of what would be his costume.

He stayed up the rest of the night, finishing his costume and only taking breaks to do homework. At exactly seven he was awoken by his alarm clock.

He was laying face first on his desk, the costume just a few inches from his face.

"Uhh…" Peter slowly got up and began to trudge downstairs. His Aunt and Uncle were already awake.

"I never saw you yesterday, sport. You're aunt said you were doing some sort of experiment," Ben looked up from that day's newspaper.

"Yeah, science stuff." Peter collapsed in a chair and almost immediately fell asleep.

"Oh…Peter. You look terrible, are you sure you feel up to going to school today?" May examined her nephew.

"Yeah, I'm exhausted but I have to go. It's the beginning of the year, Aunt May. It's high school. I have to keep a good track record with the teachers," Peter let his head fall to the table.

"Oh, forget that. You're staying home today," May told Peter, "Go up to bed."

"But…" Peter began.

"No buts. Just go," May pointed to the stairs.

"May, if the boy wants to go…" Ben began.

May just gave him the evil eye and he shut up.

Peter stalked back upstairs and collapsed in his bed.

"'May as well get some sleep," And Peter quickly faded into unconsciousness.

**The Cardboard Box Home of Mac Gargan**

General Nicholas Fury had been looking for this man for a long time. Well, by long time he really meant a couple of hours, but to him, all time was precious. He'd learned that in World War 2.

The African American man was followed by three other S.H.I.E.L.D. operatives, a high-tech Stark Industry Repulsor Pistol hidden under their suits.

"Colonel Gargan, please wake up," Nick Fury addressed the obviously hung-over man.

Mac Gargan gradually stirred after Fury asked several more times, "'The hell you want?"

"Do you know who I am?" Nick Fury asked.

"No, should I?" Mac Gargan growled. He hated people who thought they were more important than everybody else. Gargan could tell this man was that type of person.

"Yes, you should. Especially considering the fact I was the head of your platoon," Fury said coolly.

"Oh damn…what's you're name…Fury, right? Yeah, I remember you. Some big shot head of some stupid government organization who decided to come lead the 'common people,'" Mac Gargan scowled at the bad memories of the man.

Macdonald Gargan stood up, letting his long flesh and bone tail slide out from under his raggedy sweatshirt, "Again I ask…'the hell do ya want?"

Fury wasn't threatened by the man, and it had nothing to do with the fact that he was surrounded by three highly trained government operatives. No, it was because the man was butt $%^&ing hung over. Hung over people tended to be pissed and dangerous, but very woozy and had a tendency to miss punches or in Gargan's case, tail swipes. Fury even noticed that the man was struggling to stand up, "No, Gargan. I want you to become – and I'm saying this as bluntly and honestly as possible – an American Super Soldier."

"Wha' the hell?" Gargan took a step back. He'd expected the man to be back to either make fun of him or to kill him for some weird-ass government thing.

"Yes, you see, with Iron Man refusing to join SHIELD, Cap still frozen somewhere in the Arctic, and a certain…incident with gamma radiation, we need America to have its very own super soldier to fight the rapidly rising number of superhumans that choose to oppose our country and, in all honesty, we need an icon. We want to make you Captain America #2." Mac's position shifted. Nick could tell he was intrigued.

"And why would you choose me?" Gargan began to become suspicious, but he couldn't help but grin a little at the idea of him being famous, "I'm a freak." Gargan waved his tail for emphasis.

"You're a good soldier. And a brave one. We need that. Plus we need someone who doesn't have anything to lose…"

"What?" Gargan knew it was too good to be true, "So, I'm just some little test subject?"

"No, you misunderstand. You will become a super soldier if the process succeeds and it probably will…"

"No, you misunderstand, I'm not some government lap dog like you! I'm not going to risk my life for some stupid science experiment!" Quicker than Fury could see, Gargan wrapped his tail around his throat.

Both of the SHIELD agents raised their guns at Mac Gargan. One of them, a redheaded woman with a thick Russian accent said, "Put him down now."

Fury struggled to breathe as Gargan unwillingly let Nick go.

Nick Fury gasped for breath and muttered, "It's succeeded before."

"What?" Gargan growled.

"It's succeeded before! The Process! After World War Two, a Canadian organization kidnapped a mutant just like you and completed the process without the mutant dying!" Fury shouted.

"And what is the process?"

Fury stood up straight, "We apply a minor super soldier serum to you first. Then we'll mix your DNA with that of the mutant who had gone through the process earlier, which will enhance your healing factor. After that we will graft your...tail with adamantium."

Gargan began to grin before frowning deeply, realizing a flaw in the plan, "What about my back?" The large man indicated to his permanently hunched back.

"That, well, we've created a suit that will straighten your back. But…"

"There's always a 'but'…" Gargan groaned.

"Once it fixes your back, you'll never be able to stop wearing the suit. If you take it off – which, mind you, it would be very hard to – your back would immediately collapse in onto itself and crush your lungs and heart. You'd die a very slow, very painful death," Fury finished.

"What? You expect me to wear some stupid suit the rest of my life?" Gargan exclaimed.

"The suit will be like another skin. It's extremely tight and thin…you can wear clothes and other items over it."

"That's not...I..." Gargan thought about it. This was his chance. His chance to be well again, to be a hero, and to kick serious ass.

Gargan knew what he had to do. He grinned, his disgusting yellow teeth glistening with food, "I'm in."

**4:21 PM, Parker Residence**

Peter slowly began to wake up from his extremely long nap. He sat up. A tray of food was on his night stand.

"Oh my God, I'm starving," Peter thought out loud. And then he realized his Aunt had entered his room while his costume had been out. Peter quickly examined the room, the costume wasn't in sight.

"If she found that my superhero career will be over before it even started," Peter muttered.

He hurried downstairs, "Hey, uh, Aunt May did you take any of my stuff out of my room."

"Hm…no. Why?" May walked from the kitchen to the stairway.

"I…uh…couldn't find something," Peter honestly replied.

"Oh, well, do you need help finding it? And do you feel any better?" May asked her nephew.

"Nah, I'll find it and yeah. I feel a lot better. I'm glad I stayed home but uh…" Peter knew he had to go test out the suit, "Do you think I could go out for a little while?"

"Peter…"

"Please," Peter begged.

"Oh alright. Just go get whatever work you missed from school while you're out," May told Peter and she walked back to the kitchen.

Well, that was good news. Peter's aunt didn't know anything. And that meant his costume was hidden somewhere in his room. He hurried back into his room and began looking around.

"Where is it?" He saw a bit of red under his bed and he slapped his forehead, "Of course. Where I always put stuff. I stuffed the costume under the bed in the morning…" Peter sighed as he pulled out the costume from under the bed.

He quickly put on the main part of the suit and folded the gloves, boots and mask and put them in his backpack.

"See ya, Aunt May." Peter bid farewell as he hurried out of the house. After walking a few blocks from his house he slipped into an alleyway and took off most of his shirt and pants and shoes.

He couldn't help but feel excited as he began to put on the boots and gloves. He could almost hear the dramatic music playing as he crawled up the nearby building and looked at Manhattan.

He then pulled the last article of his costume from his backpack: The mask.

The pale lenses glared up at him, almost daring him to put them on.

Then he lifted the mask up and pulled it slowly over his face and…

Spider-Man was born!

**5:30 PM, Times Square**

"WOOHOO!" Peter screamed as he swung over Times Square. He couldn't help but notice hundred of New Yorkers puling out their cellphones and IPods and taking pictures of him as he glided over their heads.

He also couldn't help feeling a little narcissistic from time to time.

And he couldn't help but love the feeling of swinging high above Manhattan, the breeze gently made the spandex ripple slightly.

Oh, the spandex!

By 5:30 Peter had decided that he didn't understand how Superman could go around wearing it all day under his clothes. It itched like hell, especially when he was off doing superheroic things like…uh…well, he hadn't really done anything super**heroic**. But he had done some **super **things. Like swinging through the city.

And at exactly 5:31 that changed.

Peter heard loud, high-pitched screams coming from below him. He noticed a girl was being mugged at gun-point by a large man.

_Oh, the police will probably help…_He thought as he slid off his last web onto a building right above the mugging, _Right?_

He could faintly hear the man say, "Now girl, give me everything you got or else I'm going to have to put a bullet in that pretty face o' yours."

Spiderman heard the high-pitched voice of the girl reply, "Take it! Take whatever you want!"

Oh God...Peter recognized that voice. It was Liz Allan.

"With Great Power Comes Great Responsibility." Peter recited the line.

He noticed Liz drop her purse and try to pull away from the man, "Wrong move, girl," The man shouted. He held up his gun.

_SWISH!_

The gun was out of his hands way before he could pull the trigger.

"What the hell?" The man looked around.

"Looking for this," Spider-Man, Peter Parker, held up the mugger's gun, a small string of web loosely handing on the edge.

"Give that back!" The man shouted, "And come down and fight me like a man!"

"I don't think so," Spider-Man threw the gun away and hopped down in front of the man, "You know L-Ms. New Yorker, now would be a good time for you to hit him over the head with your purse," Spider-Man motioned to Liz who just stood there and stared at him, "No, ok, I'll deal with him."

Spider-Man's spider sense kicked in and he ducked under the large man's fist. At the last second he kicked the man in the groin.

The man doubled over in pain. Spider-Man quickly upper cut him for the knock out.

"KO!" Spider-Man joked, "And the crowd goes wild!" Peter looked at his crush, "Nothing…really?"

He quickly tied the man up to the side of the building with his webs, "You look a little tied up." Peter grinned under the mask.

He then saluted Liz and swung away.

As soon he was out of sight Liz unfroze, "Oh my God!"

She pulled out her phone and posted on Twitter, "Just saved from mugging by…Spider-man!"

And it went viral.

**8:30 PM, Parker Residence**

"So, Peter did you get your homework?" Aunt May asked while she, Peter and Ben ate dinner.

Peter just stared at the TV screen the entire time, "Um…yeah, Aunt May. I did."

The blonde-haired reporter on the screen finished the report,

"Now the world is buzzing. People everywhere want to know: is this Spider-man some sort of government agent, or just a teen with special powers trying to do the right thing? One thing is for certain though, Spider-man is a hero and an icon…something that New York and all of America desperately needs right now. This is Michelle Lindy signing off. Good Night, New York. Good Night, America…"

"…And thank you Spider-man."

**Note: And there you go! Chapter 3 and the end of the first arc! Setting up for Scorpion and other great stuff. Pete does get a little bit of fame but trust me…the Bugle is going to completely trash him! And sorry for not many supporting characters in this one! **

**Next- This City's Only Big Enough For One…**


	4. This City's Only Big Enough

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS IN THIS WORK!**

**Note: Alright, here comes Spidey's first supervillain. Although I said the last chapter was the end of the first arc, it really is this chapter. Nothing more to say…**

**4- Scorpion on the ground, attempting to stab Spider-Man with his tail while Spider-man swings over the tail.**

**4 Variant- Mac Gargan stands in front of a crowd. The background and Mac is split in half. The first half is the crowd cheering and Mac is dressed like Captain America, waving to the crowd and the sky is bright blue. The other half is the crowd booing and looking angry. Mac wears his Scorpion suit in an aggressive position while the sky is dark red.**

**INFINITE SPIDER-MAN**

**This City's Only Big Enough For One…**

**SHIELD Superhuman Research Facility, Just outside of New York, August 23, 2011**

Ex-Colonel Mac Gargan opened the door to the limo he'd been driven to the facility in and began to approach the large glass doors of the building. Nick Fury and multiple guards walked right behind him.

As soon as they entered, Mac and the others were bombarded by mechanical arms with needles that began to stab their arms and take blood.

"Wha' the hell is this for?" Mac growled, struggling to stop one of the mechanical arms from taking any more blood.

"It's for DNA testing," Nick Fury explained, completely calm, "They have to make sure we are who we say we are."

"This is stupid…I'm not some $%^&ing terrorist!" Mac exclaimed, the doors to the building finally opening after a green light flashed above their heads.

Fury walked up to a woman who was sitting at the front desk.

"Hello General Fury," The woman said, "How may I help you?"

"Yes, Ms. Barren, can you please have someone escort Colonel Gargan here to his room. I've got to go discuss the procedure with Doctor Pym and Dr. Mason."

"Yes, sir, somebody will be right down." Linda Barren responded.

Mac waited for a few minutes before a rather muscular man came down through one of the endless amount of hallways in the building.

"Mr. Gargan-?"

"Colonel Gargan," Mac corrected.

"-Colonel Gargan, will you please come with me. I'll take you to your room. I'm Agent Simon Cullens of S.H.I.E.L.D." Agent Cullens explained and Mac reluctantly agreed to follow him.

The walk took about twenty minutes, as the two men swerved from hallway to hallway and up multiple flights of stairs, Gargan cursing the entire time. By the time they reached the room, Mac was exhausted, clearly out of shape.

Agent Cullens ignored this fact and proceeded to open the door to the room for Mac.

"After you, sir," The Agent said and Mac trudged into the room.

"Woowee…" Mac suddenly stood up straight…well as straight as a hunchback could, and he smiled an extremely toothy grin that fully displayed his disgusting, rotting, stained teeth.

"Is there anything else I can do for you?" Agent Cullens said, obviously not enjoying his current assignment.

"How 'bout you get me a beer and some strippers?" Mac replied genuinely.

"I'm afraid alcohol is not allowed in this facility and women of…certain respectabilities are not as well."

Mac's smile turned to a frown, "Well then…"

"…Get out!"

**August 24, 2011**

Mac Gargan was awoken by an extremely loud, extremely obnoxious voice.

"Get the hell up, Gargan!" Nick Fury shouted.

Mac awoke instantly, practically falling off of his bed, "Wha' time is it?"

"Time for you to $%^&ing wake up!" Nick Fury dragged the man off of his bed.

"Wha' the hell?" Gargan said, looking at the clock, "It's 6:00 a.m."

"Yes, sir, and 0600 is standard wake up time for the military. And you're military."

"Wha'ever," Mac Gargan groggily walked into the bathroom, quickly went and walked back out. Nick Fury was holding a black suit in his hands and extending it to Mac.

"For me?" Mac looked at Fury questioningly.

"Yes."

"Alright." Gargan took the clothes and went back into the bathroom again to change.

When he emerged from the bathroom Fury quickly motioned for him to follow him. Mac reluctantly agreed to.

"Where'a we going?" Mac asked.

"To meet the scientists leading this project. And to show you what exactly you'll be going through tomorrow."

Mac didn't respond, having decided that he was done making sarcastic quips and remarks.

They walked the rest of the way through the facility in silence, and after a few minutes they reached a large open room. The room was round and high-tech equipment was placed orderly around it. The room was empty of all life, save two people.

One of the men, a twenty-five-ish adult with messy blonde hair turned to them.

"Oh, Director Fury, you're here!" Dr. Henry "Hank" Pym quickly rushed forward to shake Fury's hand. And then he turned to Mac.

"And you're Colonel MacDonald Gargan, I presume?"

"In the flesh," Mac responded proudly, shaking the man's hand.

The other person, a short and wiry old man turned to them and approached the three of them.

"Hullo," The man said. He had an abnormally dry voice, Gargan noticed, like a smoker's. Like Gargan's. "My name is Phineas Mason, PhD."

" 'Ello." Gargan rasped.

"So, shall we get to it," Dr. Mason directed the man in charge, Nick Fury.

"Let's."

Dr. Mason and Dr. Pym both turned to Mac. Pym was the first to speak, "As I'm sure you heard, you're going to become Captain America…in a way…"

"I have. Get on with it." Gargan growled, already coming to dislike the man's slightly eccentric personality.

"Well, then, I guess we should explain how we're going to do it…"

Dr. Pym turned to Phineas Mason who began, "We'll begin by providing slight anesthesia to stop most pain. After that you'll get shot with a liquid, which despite the anesthesia will probably hurt like hell. The liquid will drastically increase your healing factor by using a specific steroid that improves mutant abilities. Then we'll insert adamantium here and here," Mason jabbed his index fingers into both of Mac's shoulders and knees.

Henry Pym started again, "We'll regulate the adamantium's merging process using magnets to safely control where it goes and how fast it gets there. Next we will give you a dose of the super soldier serum and voila, there you go! You'll be Captain America #2!"

The two men looked at Gargan, obviously looking for a sign of acceptance. And so he smiled slightly which made the two doctors happy. But a question was still lurking through his mind.

"Wha' about the suit? Fury said something about a suit?"

"Oh, yes, the suit! I'm sorry we forgot to explain that…" Dr. Pym apologized.

"The suit will be made out of Carbonadium, the best man-made copy of vibranium," Mason began.

"Wha' is vibranium?"

"A nearly indestructible metal that can absorb any and all vibrations that reaches it."

"Why don't you use viber…vibranom…vibranium…for the armor?" Mac struggled to say the name of the metal.

Dr. Mason sighed, clearly distraught by the question Mac had asked, "You see, as far as we can tell, the metal is only in the African country of Wakanda and in Antarctica. Wakanda is fiercely anti-visitor and the metal in Antarctica is far too deep in the ocean."

Mac acknowledged this with a nod of his head and Phineas Mason went on, "The armor will have Dr. Pym's nanite technology downloaded into it. You'll put it on before the procedure and it will straighten your back. After we're done with the procedure we will have our designers color it red, white and blue and there you go…you'll be a super hero."

"Hm…Can I see the suit," Mac asked.

"Of course-"

"No." Fury frowned at Dr. Mason, "You need to go eat breakfast and get ready for tomorrow, Colonel Gargan."

"You…" Gargan almost started to argue with Fury but saw better of it and stopped mid-sentence, "…Can take me to the café."

"Don't give me orders."

"Yes, sir," Gargan growled and under his breath he whispered, "Fuck you."

"What was that, Gargan?"

"Nothing, Director Fury."

**August 25, 2011, The Parker Residence**

"Peter, hurry up, you're going to be late for the bus!" Aunt May shouted from behind the door to Peter Parker's room.

"Yes, ma'am," Peter opened the door and smiled at his aunt.

May grinned and studied Peter, "You look so grown up, Peter…"

"What were you saying about me being late?" Peter joked as he ran past his Aunt and down the stairs.

Peter ran into the kitchen, where his Uncle Ben was sitting, reading the newspaper.

" 'Morning, sport," Uncle Ben greeted.

"Gwood Mworning, Uncwel Bwen," Peter said through a mouthful of Eggo Waffles, "Gotta go!"

Peter raced to the door, having swallowed his breakfast by the time he got there.

"Peter, don't forget this weekend we're taking you out for your birthday!" His Aunt May called to him.

Peter turned to his Aunt and grinned, "No, I'm taking you guys out, I was rude to you and you deserve something special, not me. Who cares about birthday…oh, and also Aunt May, Uncle Ben, I'm going on a date tonight!"

"You're what? With who?" Aunt May chased him through the door.

"Nobody bad, Aunt May," Peter shouted from half way down the block.

May walked back into the house and sighed, "He sure is growing up."

"Yep, and he seems happy too. Happier than I've seen him in a long time…" Ben and May smiled at each other and embraced, "Maybe we didn't do such a bad job after all…"

**A Few Minutes Later**

Web swinging sure was the best way to get to school!

"WHOO HOO! Hahaha, yeah!" Peter shouted, as he swung over New York City in full costume. Bystanders below just looked up in awe, their mouths agape.

"Mommy, Daddy look, it's Spider-Man!"

Peter grinned under his mask as he heard those words. He stopped on top of a building and looked at the watch on his wrist.

"7:35, I've got time to spare…"

Spider-Man hopped down from the building, right in front of the child who had talked about him.

"Oh My Gosh!" The little girl shouted in joy.

"Hey, I-"

"Get away from her," suddenly, the parents of the girl picked her up and held her away.

"Wait, wait, I was just going to, you know, say hello…maybe give her an autograph or something," Peter held his hands in the air in defense.

"Yeah, right you freak! Go swing your webs away from our baby!" The Dad shouted and waved for Peter to go away.

"Fine…fine…sheesh…" Peter swung away and didn't stop till he reached the alley behind his school, where he put on his regular clothes over the main part of his costume.

"New Yorkers…can't live with 'em, can't live without 'em," Peter sighed as he walked into the large high school.

As soon as Peter entered the building his spider-sense went off, "What the hell?"

Peter flipped through the air as Flash's fist raced by his face.

"Told you he was a freak," Flash laughed with his friends as he pointed to Peter. Flash was bruised all over. It was obvious he'd tried to cover them with bandages and look tough but he didn't. He just looked like a loser trying to look tough.

"So, Flash, what exactly happened to your face again?" Peter grinned at the bully.

"Uh…" Flash turned to his lackeys/friends.

"Yeah, Flash, how did you get hurt?" One of them asked, seriously curious.

"I…um…got hit by a car…" Flash stared at Peter, clearly warning him that if Peter said anything he would be killed.

"Hm…just wondering," Peter didn't want to get into a fight. Not again.

Peter wandered down the long hallway to his locker and he began to shove his backpack in it.

"Hey, Pete!" Suddenly, Liz Allen ran up to Peter.

"Oh, uh, hey, Liz," Peter greeted her awkwardly.

"So, Peter, are we still on for tonight?" Liz asked, her blue eyes sparkling.

"Oh, yeah, definitely. Wouldn't miss it for the world," Peter blushed uncontrollably, feeling awkward after his recent incident at OsCorp.

"Cool, I was just checking," Liz began to walk off but Peter stopped her.

"Hey, Liz!"

"Yeah, Peter," Liz turned to him again.

"I'm…uh…I'm sorry for Tuesday…" Peter looked at the ground.

Liz smiled at Peter, "Don't feel bad. You shouldn't. I've never seen you act that way before then, so you were probably just having a bad day. And plus, Flash had it coming to him."

"Uh…thanks…"Peter looked up, still blushing.

"Your welcome," Liz walked off and Peter just stared at her as she did so.

"Ohhh…Pete, are you checking out that fine ass?" Harry Osborn, Peter's best friend, gently hit him on the shoulder.

"Uh…no…I…was…just…uh…" Peter started to blush even more.

"Dude, I'm teasing you. And plus, even if you were, it's totally normal. I mean, she's got one fine behind…" Harry laughed as Peter gently punched him back.

"Harry!"

"What? She does! Hahahaha!" And the two gently punched each other over and over until the bell rang, both of them laughing cheerfully the entire time.

**At Mac Gargan**

"So, are you ready to begin?" Dr. Pym asked Mac, who was currently standing straight up, well as straight as he could, as two halved of a green mechanical suit closed in around him.

"Fuck no. This thing is way bigger than Fury said it would be." Mac growled, but reluctantly let the suit close in around him.

"Let the spinal fusion process begin," Dr. Mason shouted.

And immediately, the suit tightened around Mac's body and his back began to straighten.

"AAAAAGGGGGGHHHHHHH!"

"Slowly, Dr. Mason, don't rush it!" Henry Pym called from one of the computers.

"GGGEEETTTT TTTHHHIIIISSS FFFUUUCCCKIIINNNG TTTTHHHIIINNNGGG OOOVVVEEER WWWIIIIIIIIIITTTTHHHH!" Mac called from inside the suit, struggling to keep from fainting as he stared through the orange glass lenses of the suit.

Phineas Mason turned up the knob all the way, as he laughed cruelly, "This is too much fun!"

"Dr. Mason!"

"What? It is!" Dr. Mason continued laughing even as Mac's heart beat weakened.

"Dr. Mason, apply the healing booster now!" Director Fury called from behind a large glass window. Fury was surrounded by multiple other government officials, most notably President Barack Obama.

Dr. Mason and Dr. Pym hurried two shots over to Mac. Two small holes were exactly opposite each other on the neck of the suit, and the two doctors stuck them in there as their lab assistants worriedly watched Mac's heart monitor and prepared for the rest of the procedure.

Slowly, but surely, Mac's heart rate quickened until it was at a normal pace.

"Are you ready for step two, Colonel Gargan?" Dr. Pym asked.

"Fuck it, no. But you can go ahead and do whatever adamantium-shot-thing you're going to."

The two doctors and their assistants proceeded to apply the adamantium tubes into holes that quickly opened up in Mac's suit on command from a small computer-like device Henry Pym had created.

The next step of the procedure lasted barely two minutes, Mac screaming the entire time and almost dying twice.

Then, they proceeded to the super soldiers serum, while Mac got more and more hostile every second, calling each of the doctors terrible things.

The two doctors motioned for two of their assistants to take two shots from their hands, golden liquid in each.

"Are you ready for step-"

"Yes, do it! Need more power!" Gargan exclaimed.

The two assistants stuck the shots into each of Mac's arms and slowly pushed the liquid through the tube.

Mac suddenly began to shake violently, seizuring.

"Is this supposed to happen?" Dr. Pym asked Dr. Mason, who had created the serum.

"Supposedly it happened to Captain Rogers, but honestly I don't know? Who cared though, his pain is entertaining!" Dr. Mason gleamed.

"What are you talking about? I've never heard you speak this way before…" Dr. Pym was disgusted with the man. But Phineas didn't respond, and instead he just kept on laughing hysterically until suddenly Mac stopped struggling and his heart monitor let out a terrible "Eeeeeeeeeeeeeeeeeeeeeeeee."

"What?" Henry Pym dropped the machine in his hand, "He's dead?"

And right on cue Mac suddenly shook alive. Everyone sighed a breath of relief, but only for a short time…

Mac broke out of the restraints that held him down and hit the two assistant scientists closest to them, sending them through the wall.

"FFFFFUURRRRRRYYYYYY!" Mac Gargan charged through the room, breaking anything he ran into with his two claw-like hands, with his tail poised, ready to make the killing blow to Nicholas Fury.

Fury at once pushed the President to the ground and he pulled a pistol out and began to fire at Gargan over and over but the bullets just bounced off his armored outer layer.

"!"

Gargan's tail struck, Nick managed to dodge to the side just in time to avoid being struck.

"What the hell is wrong with you, Gargan?" Nick screamed.

"NO GARGAN…JUST SCORPION…" And Scorpion prepared to kill Fury when suddenly he was engulfed by an explosion.

Dr. Pym had just fired a bazooka at Scorpion who shook off the blow, but clearly in pain, he ran through all the walls of the building and out of the facility.

Hank Pym ran to Director Fury and the President, "Are you two alright?"

"Don't worry about us, stop that madman!" Director Fury ordered and the President gave Hank a nod of approval.

Hank found a microphone on the ground, the same one he used to direct the procedure, and he shouted into it, "All S.H.I.E.L.D. personnel, head to New York and follow Colonel Gargan. Stop him at any cost! Use lethal force if necessary!" Pym struggled to get those last few words out. The man was a pacifist, but he knew what had to happen. And he knew that Gargan had to be taken out.

**Giovanni's Deli, Manhattan, 5:45 PM**

"Oh, Peter, this is wonderful!" Liz smiled, exposing her pearly white teeth.

"Yeah, it's expensive too…well for me…but it's worth it," Peter smiled back at Liz, who took his hand in hers.

"You're such a great guy, Peter," Liz complemented him and then she looked down at her feet, clearly blushing, "You may not believe this but I have actually had a crush on you since last year."

"Really?" Peter said, genuinely surprised, "Well, you should know that I've had the biggest crush on you since kindergarten." Peter smiled, not trying to outdo Liz, and Liz clearly understood that. She looked back up at Peter and slowly began to lean in closer to him.

"That's so sweet," Liz leaned in even closer, closing her eyes.

Peter began to panic, "Liz, I don't think…" but he was calmed by her soothing voice.

"Don't think for once, Peter," And he leaned in closer to her, their lips closing in…

_RING!_

The two separated, Peter blushing profusely and Liz starting to get red in the face, but not in embarrassment.

"Peter, I thought you said you turned off your phone. I did." Liz growled.

"I…I…" Peter looked down at his phone. The screen was flashing, EMERGENCY! And a picture of Scorpion showed under the red words.

"I have to go…" Peter looked at Liz, who was getting angrier by the second.

"What?"

"Family emergency…really bad…please, forgive me…" Peter said, grabbing his backpack that was slung on his chair and he began to walk away but he stopped.

Liz began to get hopeful but he ended up just putting a couple of twenties in front of her, "Give them this. Dinner's on me…obviously…I'm really sorry…I'll make it up to you."

Peter leaned in to kiss her on the cheek but she pulled away, frowning at Peter, "Family emergency, remember?"

Peter looked away, disheartened, "Yeah…"

He hurried away, forcing the tears in his eyes away. He ran into the nearest alley he found. Luckily it was empty.

He began to unbutton his shirt to expose his costume and in less than a minute was fully changed.

"Damnit!" Peter shouted as he swung through the city, towards Times Square where smoke was rising from the ground, "I have the shittiest luck!"

Peter landed on a building, overlooking what was happening. Scorpion was rampaging through the city.

"What the hell is going on?" Peter jumped from the top of the building and landed gracefully in front of Scorpion, who was surrounded by a dozen cops.

"Leave him to me!" Spider-Man shouted at the cops, who were eager to get away. Spider-Man quickly examined the ground around him. Corpses littered it, most of them ripped in half.

"You know, you are a freaking creep," Spider-Man said to Scorpion who simply replied, "FFFFFFFUUUUUUUUUURRRRRRYYYYYY!"

"You're name is Fury? You look more like an Armored Bug Man to me," Spider-Man joked as he tried to punch Scorpion in the jaw.

"Ow! That's as hard as steel! And my jokes suck worse than usual!" Spider-Man complained as he held his hand, his spider-sense activating.

"Uh oh." Spider ducked, barely dodging Scorpion's tail, "That is one fast tail."

"So who are you, exactly?" Spider-Man hopped over Scorpion's next strike.

"NNNIICCCKKK FFFURRRYYY!" Scorpion wrapped Spider-Man in his tail.

"Yeah, I got that, but what's your code name? You know…like mine's Spider-Man, Iron Man's is Iron Man," Spider-Man struggled to breathe.

"SSSCCCCOOOORRRRPPPIIIIOOONNNN!" Scorpion wrapped Spider-Man tighter.

"You, ***make weird noise***, have good, ***make weird noise***, taste, ***make weird noise*** I am an arachnid too…you see…and arachnids should be friends…" Spider-Man pushed against Scorpion's tail, "Especially since I'm new to this. Still not used to my powers…"

Spider-Man managed to slide out of Scorpion's tail's grip and swiftly hop away.

"DDDIIIIEEEE!" Scorpion began an onslaught of attacks, stabbing at Spider-Man with his sharp tail over and over again.

"I. Really. Don't. Like. You." Spider-Man dodged all of Scorpion's attacks barely, "You. Have. Issues."

Spider-Man attempted to kick Scorpion but yet again, Scorpion's armor was unscathed and Spider-Man was not.

"You $%^&ing little %^&*er %^&**^ I'm going to $%^&ing kill your #$% with your #$%^ and I'll do it with my #$%^ you $%^&*(!" Spider-Man shouted.

"KKKKIIIIILLLLLLLLLLL!" Scorpion lunged past Spider-Man towards a man who was crawling away, his right leg gushing blood.

"Oh no you don't!" Spider-Man shot webs at the man, pulling him to him. He then swung to a nearby building and wrapped his wound tightly with webs, "Stay here."

Spider-Man then swung back down but his web was cut by Scorpion's tail.

"AAAAHHHH!" Spider-Man pretended to fall but landed calmly on his feet, "Just kidding."

"You know, I'm a pretty good person to talk to when you're angry and you're clearly angry so…what happened?" Spider-Man asked, dodging Scorpion's tail, and studying Scorpion and the environment while trying to decide how to hurt someone who was invincible.

"FFFFFFUUURRRYYYY!"

"So, some guy named Fury hurt you?" Spider-Man asked, throwing a large piece of rubble at Scorpion.

"AAAAARRRRRRGGGGGHHHHHH!"

"And how does that make you feel?" Spider-Man asked. Scorpion lunged at him, sending his tail at Spider-Man who attempted to dodge it. He wasn't entirely successful and it cut deeply into his side.

"Ow! That hurt!" Spider-Man hopped onto Scorpion's back and just held on, "You know, you're looking awful green tonight. Are you sick?"

"AAAAARRRRRRRRRGGGGGGGHHHHHHH!"

**Giovanni's Deli**

Liz sat at the table, deciding whether or not to be mad at Peter. She looked up at the TV where a large green man in armor was battling Spider-Man. It was on BNN and the title read, "LIVE: MONSTER IN TIMES SQUARE."

"Oh My God, Peter has to walk through Times Square to get home!" Liz began to hurry out of the restaurant.

"Hey, girl, you forgot to pay!" The owner ran after her.

Liz stopped for a second and threw the twenties Peter gave to her at him, "Take it! Keep the change!" She then proceeded to run to Times Square.

**Times Square**

Peter was thrown from Scorpion's back into a building. He crashed through the walls and struggled to stand up.

"Damn, I think he broke some o' my ribs." Spider-Man walked out of the rubble towards the emerald armored villain.

"I'm through with this…with you…this city is only big enough for one arachnid super-person and that's gonna be me!" Spider-Man shot web at Scorpion's face, attempting to blind him.

Scorpions roared and tried to rip it off of his face. Spider-Man then began to throw rock after rock at him, trying to knock him out, "Stay down!"

The Scorpion finally managed to rip the web off his face, clearly in pain and clearly angry. The Scorpions lunged at Spider-Man, who jumped over him. Scorpion ran right into a building, crashing through the wall.

"SSSSPPPIIDDDEERRR BBBOOOYYYY DDDIIIIEEE!"

"It's Spider-Man, Scorpi….um…Scorpi-Lad," Spider-Man was hit by Scorpion's tail and knocked into a wall, struggling to breathe. His mask was ripped, one of his eyes exposed. Blood gushed from the wound in his side and his sight began to fade.

"AAAAAIIIIIIIIEEEEEEE!" Spider-Man suddenly came into focus. Liz Allen was in Times Square, and The Scorpion was looking right at her, ready to kill her.

"GGGIIIRRRLLL DDDIIIEEEE!"

"NOOOO!" Spider-Man shot web at Scorpion, latching on and he pulled himself to him. He tackled Scorpion to the ground and he began to pummel his face.

"Stay away from her, you monster!" Spider-Man continued to punch Scorpion, his fists began to gush blood, but Scorpion's mask was cracking.

The lenses on Scorpion's mask broke and Spider-Man finally noticed Scorpion was unconscious. He stood up, away from Scorpion.

He looked at his fists; his gloves were completely ripped to shreds. His hands were covered in blood, and Peter couldn't tell if it was all his or not. He then looked back down at Scorpion, who was unmoving.

"Oh My God." Peter swung away, to afraid to look at Liz and see the expression he knew would be there.

He crawled through the window to his room, took off his costume, shoved it in the closet and wrapped his hands used towels.

"Peter, is that you, are you home? Why didn't you come through the front door?" His Aunt May called from outside his door.

"Yeah, it's me. Don't come in, Aunt May, please don't…" Peter said through clenched teeth. Tears spilled down his face.

He looked at his phone's news app, afraid of what he might find.

"SPIDER-MAN SAVES CITY FROM MONSTER!"

"Although the current whereabouts and health of the Scorpion-Man who attacked Times Square earlier this day are unknown, Director Nick Fury of the government's secret logistical division S.H.I.E.L.D. has come forward and announced that the Scorpion was a result of a genetic experiment on ex-Marine, Colonel MacDonald Gargan. He has also stated that the person responsible for the failure of the experiment has been fired. More details, including who was fired are currently unknown and the President is slated to give a speech tonight at midnight to explain what happened in more detail. The Scorpion who appeared to be…"

"Nick Fury…" Peter repeated the name in his head, as he bandaged the wound on his side, "I'll find him some day…but for now…"

Peter looked over at the remnants of his costume that barely were in view.

"For now, I'm done as Spider-Man. I'm not responsible enough for this power. I've shown that tonight. As far as I'm concerned, Spider-Man is dead."

**Note: Ooohhh…sorta cliff hanger ending. What do you guys think, is Spider-Man done? Anything is possible in this Infinite Universe! And what role will Nick Fury play in Peter Parker's story/life? Who got fired? Who is planning on whose death? Is Scorpion dead? And what exactly happened fifteen years ago to Peter's parents? Most of this will be answered next chapter *****Laughs* and even more will happen. New members of the cast will be introduced and a tragic death will occur! And our hero will learn the true meaning of a fan favorite saying!**

**Next: Spider-Man…Dead?**


	5. SpiderMan is Dead?

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS APPEARING IN THIS WORK!**

**Note: Hey, everyone! I'm back with another issue of Infinite Spiderman! I don't have much to say except that I'd like it if you checked out my page and voted on the poll on it to decide what series I should write next.**

**5- The iconic image of Peter Parker walking away from his costume, which is stuffed in a trashcan.**

**INFINITE SPIDER-MAN**

**Spider-Man…Dead?**

**Fifteen Years Ago**

"Mary, get up! We have to go now!"

Mary Parker awoke with a start, the growing baby inside her kicked, clearly surprised by her sudden movements. Mary turned and looked at her husband, Richard, who was looking at her frantically.

"What…what's wrong Richard?" Mary asked, standing up as she did so.

"We…we have to go…I'll explain everything in the car…" Richard helped his nine-months pregnant wife to the closet and put on her shoes for her. He led her downstairs from their single story apartment, which was on the second floor of the building.

The two hurried down to the front of the building, where the Parker's car was parked.

"Get in the car!" Richard shouted, as he opened the shotgun door, looking over his shoulder the entire time as if he was afraid someone…or something was following him.

Richard got in after his wife and started the car. He then began to drive as fast as he could, swerving in between cars in the crowded Manhattan streets. Only two minutes into the drive Mary began to shake and sweat.

"Oh My God! He's coming, Richard! He's coming!" Mary shouted as she went into labor.

"Oh, dear God, not now." Richard prayed as he swerved right into an alley.

"This…this stress, whatever's going on, it's causing me to go into labor!" Mary screamed as her husband ran out of the car and around to her.

"I-I'm sorry, Mary, for all of this. I've just gotten into some serious stuff and we don't have time to go to a hospital. We have to do this now…" Richard said, attempting to stay calm.

"Richard…" Mary warned.

"Mary, I'm a doctor…sort of…I can do this…" Richard Parker reassured his wife. The entire delivery took more than thirty minutes, but by the time they were done, Mary was holding a wonderful crying baby boy in her arms.

Richard hurried back into the car and began to drive again, but glancing at his wife and their newborn son frequently.

"I'm going to name him Peter…Peter Benjamin Parker," The baby boy's face brightened at his mother's words.

"That's wonderful, Mary…absolutely wonderful," Richard smiled at Mary, nervously checking her to make sure the delivery hadn't caused her any serious damage or pain.

"How do you feel?" Richard asked his wife.

"Better than most women after giving birth. And considering I did it in an alley with my useless husband, I feel great," Mary mischievously smiled at her husband, who sighed in relief.

"Thank God…"

And that's when everything went to hell…

**Midtown High, August 28**

"Hey, Flash, look who it is…puny Parker!" One of Flash's many goons laughed as he pointed at Peter, who had just entered Midtown High.

Peter sighed but did not respond. Flash hurried up to Peter and shouted, "So, geek, what's it gonna be today? The locker or the trashcan?"

"I don't care…how 'bout the trashcan?" Peter emotionlessly said, knowing how Flash would respond before he did.

"Locker it is then!" Flash grabbed Peter and shoved him into an empty locker.

"Oh, no," Peter said sarcastically.

Flash then high-fived his friends and walked off.

Harry Osborn, after Flash had gotten out of sight, walked up to the locker, unlocked it and opened it for Peter.

"Pete, what happened to standing up for yourself? You kicked his ass last week!" Harry asked, genuinely curious, "I mean, you didn't even fight back. You just let him push you into that locker!"

Peter sighed, yet again, the second in what would be a long list of sighs, "Dude, I'm tired. I had a rough weekend. And I'm not in a particularly good mood."

"Yeah, I heard about what happened between you and Liz. Some sort of family emergency or something…well, she isn't happy with you. Especially after travelling through Times Square whenever that Scorpion-guy attacked…"

Peter zoned Harry out and thought back to that night…everything that had happened. The property damage, the innocent lives lost, everything…everything had been his fault.

"…and you're not going to like who she's hanging out with…" Peter caught the last bit of what Harry was saying and he looked up, past his friend, towards where he knew Liz's locker was and where Liz would be.

"You have to be kidding me…" Peter said, infuriated, as he watched Liz laughing with Flash Thompson and Sally Avril.

"Told you so…it looks like those two are back together. Sorry, dude," Harry apologized as the bell rang.

Peter watched Liz kiss Flash goodbye as she walked to homeroom. He noticed her glance his way, frowning at him.

"Damn her," Peter sighed, "She's doing all of this to get back at me."

Harry led his nerdy best-friend towards Mr. Harris' homeroom class, that the two of them shared with Liz, "Dude, it was one date and you screwed up. Not to mention that you're you. Not to be mean or anything, but she's not doing all of this to get back at you, Pete, she's doing it because that's the type of girl she is."

"Whatever," Peter muttered as he thought back to what Liz had said to him…

"_You're such a great guy, Peter. You may not believe this, but I have had a crush on you since last year."_

"Yeah, right…" Peter said sarcastically as he entered homeroom, avoiding anyone and everyone, even Harry.

"Dude, let's sit in our usual spots…" Harry pointed to two chairs in the front, but Peter just walked to the back of the room and sat down at an empty desk.

Harry, realizing Peter wished to be left alone, sat down at the front of the room.

Mr. Harris entered the room, a surprising grin on his face.

"Good morning, class," Mr. Harris gave his usual greeting.

"Good morning, Mr. Harris," the homeroom/class said in unison, like zombies.

"Well, I'm very pleased to say we have some new students joining our school today. Due to certain circumstances for each of them, they couldn't start school until today. I'd like you all to treat them well and give them a nice, warm welcome."

Four students walked into the room, three girls, and one boy.

"First, I'd like to introduce Ms. Felicia Hardy." An extremely attractive girl stepped forward. She had long golden hair and curves that could turn straight women gay and gay men straight. Her chest wasn't gigantic, but for a fifteen-year-old it was pretty big.

Every guy in the room's eyes were on her and Peter noticed Harry was even drooling slightly.

"Hi!" Felicia grinned, exposing her pearly white teeth.

"Now, Ms. Hardy, if you'd please take a seat," Mr. Harris asked her.

Felicia went and sat down next to Harry, where Peter usually sat.

"Hello, gorgeous," Harry whispered not so quietly.

"Hello, geek," Felicia put him down fast.

"Our next new student is Anya Corazon." Mr. Harris stated, noticeable without the "ms."

A fairly attractive Latino girl stepped forward. Her auburn hair was pulled back in a ponytail and she wore a black shirt that had the name of some punk rock band Peter had never heard of on it.

"Hello," Anya said emotionlessly. She quickly walked to a seat in the corner of the room.

"And our final new female student is Gwen Stacy."

All of the boys in the room, minus Peter, groaned all at once. The girl that stepped forward was a gorgeous but slightly nerdy-looking blonde. Her hair was cut so it barely reached her shoulders and she wore big glasses. But even with the big nerdy glasses and slightly geeky green sweater she was beautiful, possibly even more so than Felicia or Liz. She didn't have the largest curves or biggest breasts Peter had seen in his life, but her face, the way she carried herself, everything she did was spectacular and gave off this aura of beauty.

Gwen stepped forward, looking straight at the ground. But the reason all the boy's had groaned wasn't because she was ugly or shy, because she wasn't…well she was shy. It was because her dad was well known as the NYPD's rough and tough police chief, George Stacy. And that meant the chances of any of them dating her were slim. And even if they did, they'd have to make sure to never, not ever, do anything illegal or cheat on Gwen because they would be screwed for life.

But that didn't stop Peter from falling in love with her at first sight.

"Hey," Gwen muttered to the crowd of students and she hurried to the back of the room, just a few seats away from Peter.

"And lastly is Hobie Brown."

The last person standing in the front of the room was the lone boy. He was short but looked fairly muscular. His dark hair was buzz cutted over his dark skin. He wore thin glasses and despite the clear definition in his clothes, he seemed genuinely nerdy.

"'Sup." He said, and without any other words, went to the back of the room and sat down by Peter.

Mr. Harris went on talking about what the students could expect for the year, studies wise, but Peter wasn't listening to him.

"Uh…hi," Peter said to Hobie.

"Sup," Hobie replied, looking at Mr. Harris but clearly not listening to him.

"So, you, uh, chose to sit by me?"

Hobie nodded his head, "Why, it's not weird is it?"

"No…I just…nobody usually comes to sit by me," Peter stated, "Except Harry Osborn. But never anybody new. Not even before they get to know me."

"Yeah, that's exactly why I did. You're clearly a nerd," Hobie said nonchalantly.

Peter was taken back by the boy's bluntness, "Um…thanks, I guess."

"It was a complement. I'm a nerd too."

Peter sat back in his chair, "Cool."

And the two didn't talk for the rest of homeroom, and even for the rest of their morning classes. They didn't even interact again until lunch…until Flash Thompson came to give Hobie his "Welcoming party."

"Yo, wassup, Haley Bourne!" Flash Thompson walked up to Hobie, who was currently holding a sack lunch and attempting to go to sit at a lunch table. Hobie tried to walk around Flash but Flash side stepped in front of him.

"My name is Hobie Brown," Hobie growled as he tried to walk past Flash's other side, "And I want you to get out of my way."

Flash laughed, "Ooh, looks like he's a tough nerd. Well, guess what, me and my friends here aren't going to get out of your way till we give you a little introduction to our school."

Flash brought back his fist, preparing to hit Hobie. He swung it but Hobie caught his fist, right in front of his face. Hobie twisted it, injuring Flash's arm and turned his back to him, and then he proceed to kick Flash with such force that he flew over two tables before finally crashing against one table where Liz and the popular freshman were sitting.

Flash stood up, covered in food and juice, and holding his right arm, "You freak! You're just like Puny Parker!"

"God, he is a freak!" Sally Avril screamed as the popular kids continued to call Hobie terrible names as he walked to an empty table.

Peter and Harry, having watched all this, got lunch and hurried over to the table Hobie was sitting at.

"Dude, that was awesome!" Harry shouted while holding up his hand for Hobie to high-five it. Hobie didn't.

"Yeah, that was awesome, Hobie!" Peter patted Hobie on his shoulder.

"I mean, you kicked his ass so hard, it almost seemed like you had super powers!" Harry exclaimed, and suddenly Hobie stood up, shaking.

"How the hell would I have super powers? Why would you even say that?" Hobie shouted, clearly nervous.

"Dude, calm down. I was just joking around…" Harry said.

Hobie sat back down and began to munch on his PB&J sandwich again.

"So, Hobie, what do you like to do? In your free time, I mean," Peter asked, having subconsciously agreed with Harry that Hobie could join their little group.

"I read. Books. Comics. Everything. I also do science experiments…" Hobie replied, finally opening up again.

"Cool," Peter said, "What kind of science experiments?"

"All kinds. But my favorite's genetics. Genetic experiments." Hobie said.

"Oh My God! Same here!" Peter said, genuinely surprised. Peter knew plenty of people who liked science, but they almost never liked genetics, especially not as much as Peter did. It had been what his father had studied and Peter found he enjoyed just as much as his late father had.

"Oh God, here goes Pete on one of his nerdgasms," Harry sighed as Peter began talking about genetics with Hobie, the two quickly becoming good friends.

**Parker Residence, Later**

Peter walked in the front door of his house, grinning.

"Somebody's in a good mood," Pete's uncle, Ben, said happily.

"Yeah, great day at school." Peter replied, having completely forgotten his girl troubles, the new Gwen Stacy and his Spider-Man issues.

"So, Peter, your aunt and I have been meaning to talk to you. We've noticed you've changed…you don't wear glasses, your mood changes…and your frequent disappearances…"

Suddenly Peter was not in a good mood, "I'm a teenager, okay? These things happen!"

"Peter, we just wanted you to know that if anything's going on in your life we're here to talk about it," Ben said, Peter's surprisingly quiet Aunt May supportively rubbing his shoulders.

"I'm fine," Peter growled and he turned to the door again, dropping his backpack, "And I need a breath of fresh air."

His loving aunt and uncle didn't try to stop him as he walked out of the house. He walked through the city in a daze, not even realizing where he was going until he arrived. He was in the park. The park where his life had changed.

It was clearly under reconstruction. The crater had been filled up with dirt and new play sets were being built.

Peter took a deep breath and collapsed right where he had been bitten. He lay down and looked at the clouds overhead. He did this for hours, resting, thinking. He didn't stop until it started to rain.

He stood up, pulled the hood of his gray sweatshirt over his head and began to go home.

Only a few minutes into the walk he heard shouting and screaming and turned around. Three figures were running towards him, one noticeably closer than the others.

The closer one was dressed in a long-sleeved white shirt and blue jeans. He had a purple mask on his face with lenses similar to his Spider-Man lenses over his eyes and a black pattern around the lenses. The man was running at ridiculous speeds, clearly a superhuman.

Behind him were two cops, falling farther and farther behind.

"Hey, stop him!" one of the cops shouted.

Peter simply took a step to the side, letting the masked man run right by him. The masked man turned to him for a second and said, "Thanks."

Peter stood there, shocked. The voice had sounded familiar but he couldn't match it to anyone he knew because the mask had muffled it a bit.

One of the cops kept on running by him while the other stopped, "Why didn't you stop him, kid? All you had to do was hold your foot out."

Peter frowned, having decided to give up attempting to match the voice of the masked thief, "It's not my problem. I'm not a hero." _Not anymore, _he thought.

The cop sighed and ran after his friend, muttering, "Stupid kids."

Peter walked slowly the rest of the way home but as he reached his street he noticed cop cars and emergency vehicles surrounding his house.

"Oh My God!" Peter exclaimed, running towards his house at speeds similar to those of the masked thief.

"Hey, kid this is a restricted area," A police officer, who Peter realized was Commissioner George Stacy ordered.

"This is my house! Get out of my way!" Peter shouted and pushed past the man with astounding force. He ran into the house where three doctors were surrounding a body…the body of his uncle!

"Uncle Ben," Peter dived right beside his uncle.

"Peter…" His Uncle struggled for air.

"Uncle Ben…Dad…I'm here…" Tears came to Peter's eyes as he took his Uncle's cold hand.

"Peter…I've known…since the first day…remember…with **Great Power** comes **Great Responsibility**. Remember…" His Uncle took his last breath and then died.

"No! NO! UNCLE BEN, WAKE UP! UNCLE BEN!" Peter was pulled away from his Uncle by two police officers. His Aunt, who had apparently gone to the grocery store ran through the door, looked at Ben, and then held onto Peter, crying.

After two defibrillator shocks Uncle Ben was declared dead. Peter was led to a couch where he sat down, everything a daze to him, everything except his Uncle's last words…

A police officer sat in front of Peter, "I'm sorry, Peter, that this happened to your uncle. Apparently an armed thief broke into your house. Told your uncle to give him his keys, wallet and phone. Your uncle didn't comply and the man shot him. The man's a known criminal, son, and around the police department we've nicknamed him The Prowler because he always does everything subtly…with no deaths…until tonight…"

"Son, your uncle said he'd 'always known.' Do you know what that means? If you did it might help us or…"

Peter ran upstairs to his room.

"Peter!" Aunt May called to him.

"No, it's alright Miss. He's a teen and a lot has just happened to him. He's got to have some time alone to relax and to think everything through. It's perfectly normal," A cop told Peter's aunt.

But little did everyone in that room know that Peter had never been listening to them, he'd been listening to Commissioner George Stacy whispering to one of his lieutenants, "We've tracked him to a warehouse downtown. He's locked himself inside. Yeah, yeah, it's the one on Waverly…"

When Peter entered his room he locked the door and walked straight to his closet. He opened the door and pulled apart a pile of clothes on the floor until he found what he was looking for.

The emotionless white eyes of his mask reflected his face, showing an expression of pure rage.

He was going to be Spider-Man one last time. One last time to get revenge.

He quickly put on the costume and opened the window to his room. He swung away so fast none of the officers below saw him do it.

It only took him five minutes to reach the warehouse. It was surrounded by dozens of cop cars. Peter heard one cop shout through a microphone horn, "We know you're in there. There is no escape. Come out quietly and we will not harm you!"

Peter hopped onto the roof of a building and crawled down into it through a window. Inside he saw the man, the man who murdered his Uncle. He couldn't see any of his upper body because of shadows but he noticed the man was wearing blue jeans. He could see the clear outline of a gun in his right hand.

"Oh shit!" He heard the man say, the voice sounding familiar, but Peter dismissed because of his immense rage.

"Guess who?" Peter whispered.

The man suddenly turned around and shot in Peter's direction, but he was already far away by then.

"Over here!" Peter growled.

The man turned around and shot again, but yet again, Peter was on the opposite side of the building.

"What- What the hell are you?" The man asked.

"Me…?" Peter asked. He wall crawled right above the man's head and using his organic webbing slid down right above him, "I'm your worst nightmare!"

The man turned around and Peter hit him in the face, knocking him to the ground. Peter then jumped on him and finally got a good look at his face. It was covered by a mask. A purple mask.

"Oh My God…not you…" Peter muttered taking a step back, "Not you!"

Peter grabbed the man by his shirt and held him up, "You killed my uncle! You killed him! And it's my fault!"

Peter smashed the man into the ground, thinking he would be knocked unconscious because of his spider-strength, but he wasn't.

"What the hell are you?" Peter shouted, holding him back up. Half of his mask was ripped, to expose a young, scared face.

And suddenly realization dawned on Peter on why he'd recognized the man…no, the boy's voice when he thanked him…because, it was the voice of one of Peter's friends…it was the voice of….

"Hobie?" Peter dropped him.

"Oh My God…Peter, is that you? You're Spider-Man? That was your uncle?" Hobie fell to the ground, onto his knees, "I'm so sorry."

Rage refilled Peter, more than ever before, "Sorry doesn't cut it, Hobie! Why the hell did you do it? Why?"

Peter ripped off his mask to expose tears streaming down his face, "Why?"

"I…Peter…I have five siblings…my mom is in the hospital…we have no way of making money so I had to steal…" Hobie began, "But I was always unsuccessful…until one day…that day my mother had been pronounced dead…I had no father…my siblings and I were moved to a foster home. We all ran away and I was determined to help them survive. But I wasn't good at stealing, I wasn't sneaky. I was thin and short and weak. All I had was a love for science. But on that day…on that day I went to my usual spot. A place where I always went to think: The Midtown Middle School Playground. And I saw you…I saw you look up and start to run away. I didn't know why so I ran after you. But then the meteor crashed. I thought I was dead but I awoke in a hospital. That day I realized that the cosmic radiation had mutated me, gave me super strength, speed and agility. And I finally became successful stealing. I managed to get enough money to buy a house and send me and my siblings to school…to Midtown. But you see, I vowed I would never kill…no matter what. But I kept a gun nonetheless. And tonight I stole from a bank, cops ran after me, some hooded kid let me pass…"

"That was me, Hobie," Peter growled.

"And…and I ran into your house. I didn't know it was yours. I needed to get away, to my siblings. But then your uncle came out. I begged him to give me his keys, his wallet, everything. He said no. I freaked out and I shot him…on accident…my finger slipped, I swear…I'm sorry…I truly am…"

"I don't forgive you…" Peter picked Hobie up and prepared to beat him to death. But he remembered his Uncle's words, "With Great Power Comes Great Responsibility," Peter muttered.

He let Hobie go.

"Hobie, you're not going to die tonight, although you might deserve it. You're going to be responsible for your actions and be arrested. Good bye, Hobie, forever." Peter kicked Hobie out of the building, through a window but webbed him up, so he hung upside down.

Peter then left the building and swung home.

The next day it was news that someone had killed Peter's uncle. It, however, was not known who. Peter didn't tell and Hobie didn't come to school that day.

Peter went through the day, in a terrible mood and swung home in costume.

He walked upstairs to his room after greeting his Aunt and locked the door. And he cried.

He cried and cried until no more tears would come. And then he lay down looked at a picture of his uncle and him on his tenth birthday and he cried some more. And finally he remembered Hobie, Scorpion, his uncle and his famous last words, "With Great Power Comes Great Responsibility."

And then he was Spider-Man. And he wasn't going to ever stop.

He wasn't going to ever stop saving people, protecting them from the terrors of the world. He wasn't going to ever stop redeeming himself. He wasn't going to ever stop…ever stop being…

Spider-Man.

**Note: Woot! Woot! I thought that it was good! I hope you did too! Remember to review and do the poll on my page. Next chapter I'll start with some new villains! And reveal if Scorpion is dead or not! Also, don't expect Prowler to be gone forever…he'll be back.**

**Next: What It Really Means To Be A Hero Part 1**

**Romance. Revenge. Pure Awesomeness.**

**Oh, and let's not forget about a bit more of a preview…(SPOILER)**

**Lizard(s). Angry Bird of Prey. Tinkering. Kingpin. Goblin. Shocking. Another bug! And more…? **


	6. Primal Part I

**DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS APPEARING IN THIS WORK!**

**Note: Alright, sorry for the long wait for the update, but between life and other stories I had some issues getting this written. Also, as a side note, any similarities between this and the movie that's out (as I wrote most of this it wasn't out) is purely coincidental due to me having planned this months ago. Also, review! I don't exactly get paid for spending hours writing, so it'd be nice if I at least knew what people thought of my stories. And check out my page and read my other stories! Ect. BTW, I obviously changed the title from what I said it would be last chapter. This was due to be thinking of a better title. One last thing. Chapters 1-5 were the first arc and 'trade' of my story. Just wanted to let you know, so that you know how my story is separated. There are my mini arcs. AKA Chapters 1-5, 6-8, ect. There are also larger arcs. This one began with my first chapter and will probably end around chapter 20. It will be composed of four 'trades.' Now I'll tell you the cover of my first 'trade.'**

**Infinite Spider-Man Vol. 1: Origins. Cover- Spider-Man squatting in his classic position, on a swing set overlooking a meteor.**

**6 Cover- Spider-Man standing in the sewer looking around. Lizard pouncing from behind, mouth open wide to expose vicious fangs.**

**3 Days Ago**

Curt Connors, PhD, was standing over the worktable in his private office, scattered scientific gizmos and chemicals all around. Dr. Connor's eyelids were dark and sagging, due to almost a week straight of working. His lab coat was dirty, brown and yellow food stains scattered around the neck and breast area. The tiny pair of glasses Curt wore hung down, barely staying on the brim of his nose as he looked into a microscope at a peculiar green liquid. Curt's **two **arms hung somewhat limply at his sides.

The exhausted scientist and father looked away from the microscope and ran his hands through his greasy hair. "Almost there…all I have to do now is test it…" Curt muttered to no one in particular.

"Dad…" Curt almost had a heart attack when he heard that. The scientist quickly turned around to see his young twelve-year-old son, William 'Billy' Connors, standing in the doorway in pajama shorts and a T-Shirt.

"Billy, what are you doing up so late?" Curt questioned.

His son's eyes gleamed with defiance and curiosity, "I could ask you the same thing."

Curt turned to look at his work for a second, and then back to his son, "I'm…working. Trying to get my job back."

"Doing what exactly?" Billy asked, "And is it really important enough to get only a couple of hours of sleep each night?"

Curt took a deep breath and led his son over to a small vial, where the mysterious emerald serum was kept.

"I'm trying to create an artificial healing serum, son," Curt began, knowing full well that his very bright son would understand everything he said. He did, after all, take after his dad in both looks and smarts. "You know how reptiles can regrow their own body parts?" This got a small nod in response from Billy, "Well, I'm attempting to isolate the genes that do that and mutate them enough so they can work in human, and even other mammals', cells."

Curt pointed towards a small glass box where a white-haired red-eyed rat was peacefully sleeping. "That's Vermin. He was my first mammalian test subject."

Billy took a step back, not knowing how to take this, "Is he dead? He isn't moving…or did the serum..."

"…Work? Yes, it did. He's only sleeping," Curt motioned towards one of the rat's fingers that was oddly colored, "That finger right there…I regrew that with the serum. All that's left now is for me to test it on a human subject before I'm finished. Which, as a matter of fact, I should get to…"

Curt motioned for his son to leave but the tweenager stood still, "You're going to bed, Dad."

"What?"

"You can test it tomorrow. You need to get some sleep. Mom's been worried sick about you," Billy exclaimed in a whispered voice.

"Son…"

"Dad."

Curt looked into his child's pleading eyes and gave in, "Fine. But first thing tomorrow morning I'm going to test it…on myself."

Billy nodded in agreement, and Curt began to lead him out of the room, but Billy pulled away.

"What are you doing?" Curt asked.

Billy looked at his feet, "I'm…uh…going to watch some TV. I don't think I can really sleep now."

Curt took a deep breath and grudgingly agreed to let his son do this, clearly not seeing through the obvious lie, "Alright. But you also need to get sleep. You're a growing boy." The scientist slowly trudged out of the room, followed by his son, who after making sure Curt was in bed, hurried back to the lab.

Billy stood there for a few minutes, checking everything, before hurrying into the kitchen and returning with a large knife.

"My Dad needs help…and I'll be the one to give him that help," Billy said to himself. You see, Billy idolized his father, and would do anything for him. And also, like his father, Billy wasn't exactly 'all there.' And when you add in a little bit of exhaustion, and an unfinished serum, you have this happen.

Billy lifted the large kitchen knife and brought it down on his left hand, completely severing his index finger. Billy forced back the tears and screams as he did this, and a splatter of blood landed on the table.

Holding his bleeding hand up, Billy quickly put the serum into a shot and injected it into himself. And wouldn't you know it, the bleeding stopped after a few seconds. After a few seconds more his finger had completely grown back. Billy practically cried out of joy!

But then everything went wrong…

Billy's finger began to turn green, and scales slowly emerged from his skin. And in the same amount of time it took for Billy's finger to heal, scales covered his entire body, white boney claws replacing his nails.

Billy looked to the ceiling, screaming incoherently, **"RRRRGGGAAARRRR!"**

His eyes changed color from a sweet sky blue to a dark sickly yellow. His pupils turned into slits. And in less than a minute, the lab room's window was broken and Billy Connors had left. But not just in a literal and physical sense. Now, in what was once William Curtis Connor's body, all that was left was a…

Lizard.

**INFINITE SPIDER-MAN**

**Primal Part I**

**Manhattan, Now**

_Hey, my name's Peter Parker!_

Sirens blared through the obnoxiously loud streets of Manhattan as a skinny figure in a red and blue spandex suit swung over the crowded streets.

_I'm the Spectacular Spider-Man, NYC's foremost teenaged web-slinging wall-crawling crime fighter…_

A dirty black sports car sped through the streets followed by three cars full of New York's Finest. Just overhead, Spider-Man lands on a Daily Bugle billboard with a picture of J. Jonah Jameson, the company's CEO, on the front holding up an IPad with one of their newspapers printed on the screen. The billboard was titled, "Daily Bugle Communications: Constantly Evolving to Help You Stay Safe."

…_Or, depending if you believe everything the Daily Bugle prints, a menace._

The newspaper on the IPad was titled, "Spider-Man Strikes Again!" The front page cover had a blurry picture of Spider-Man's butt, as he swung away from a burning building. Something the picture didn't display was Spider-Man was carrying a small child with him.

Spider-Man sighed as he looked at the billboard, "Usual JJJ. Everywhere he goes, embarrassing pics and untrue stories of me go too." Spidey quickly turned back to the important event at hand: the car chase.

_I mean, you can't believe everything you read right? Especially when it's written by a man who's mustache was out of style twenty years ago!_

Spidey took a swift leap and landed on the hood of the criminals' car. After a quick assessment, the wall crawler noted there were two men in the car. One was driving and the other was firing out the window, armed with a shotgun.

The one with the shotgun freaked out and fired at Spider-Man as soon as he landed on the hood of the car. Using his uncanny sense to detect danger, aka spider sense, Spider-Man knew the shot was coming, and quickly ducked under the bullets, matrix-style.

_I've been 'working' for about two weeks now after being bitten by a cosmically radiated spider. I took a brief break from crime fighting a little while back, due to certain teenage hormone issues, but was called back to action by a sense of guilt and responsibility after my Uncle Ben was killed by a man who I could have stopped. Now, I'm a well-known hero, or menace, throughout most of the city…_

"Wh—who the hell are you? Are you a cop?" The armed thug shouted as his 'friend' swerved to the right to dodge a trashcan.

_I did say 'most of the city…'_

Spidey sighed and shook his head, "You seriously think I'm a cop? Dressed in a skin-tight red and blue suit? Listen, I'll give you a hint, I go thwipp thwipp, crawl on walls, and my name rhymes with Glider-Man."

Spider-Man fired his organic webbing over the wind-shield, blinding the driver.

"Damnit!" The driver cursed.

"I know who you are…"

"Really?"

"You're dead meat!"

Spider-Man groaned as he dodged another gunshot, "Can you criminals get any less creative? I mean, seriously? The last guy I webbed up said the same thing…"

"I'm the amazing Spider-Man!" Spider-Man hopped off the car as it swerved into a fire hydrant. He webbed it up, mid-air, and smiled under the mask.

"I see you're in a sticky situation…get it?" Spider-Man chuckled as the once-armed criminal muttered a dozen curse words that would have made Spider-Man's Aunt May have a stroke.

"Will you please shut up! You're so annoying!" The once-driver-criminal shouted.

"It's a gift," The webbed-wonder turned away from the criminals and to the approaching police officers, "It's alright, officers, I got them! Your friendly neighborhood Spider-Man saved the…"

"Put your hands in the air!" One of the cops shouted, aiming his pistol at Spider-Man.

Spidey groaned, "Dude, I stopped the bad guys! Are you really going to…"

"I said put your hands in the air!" Now all the police officers were pointing their guns at Spider-Man.

Spider-Man took a deep breath and raised both of his hands up, "You mean like this?" Spider-Man fired webbing out of his wrists at a rooftop, and pulled himself up in less than a second. He then quickly swung away as the cops below shouted and fired.

_Yeah, my 'job' isn't always fun, and the perks aren't great, but I have a responsibility to use my powers for the good of this city. And I plan on living up to that responsibility…living up to my late Uncle's hopes and dreams for not just me, but the entire world._

_I am Spider-Man and I will do anything to keep the people of this great city safe…_

_Anything._

**Midtown High, A Little Later**

Peter Parker sheepishly walked into English, his head hung low and the hood of his sweatshirt covering his face.

"Ah, Mr. Parker, it's nice of you to join us…" Ms. Watkins coolly remarked as Peter came to class late…again.

Peter knew he wasn't going to get away from this, so he turned to Ms. Watkins, stood straight up and replied, "Sorry, Ms. Watkins. I got held up. There was a…car accident. I, uh, helped out."

"Really? And was this the third or fourth 'accident' that you helped with this week?" Ms. Watkins sarcastically asked as Flash Thompson began to laugh in the back of the class.

"Actually, it was the fifth," Peter muttered under his breath.

"What was that Mr. Parker?"

"Nothing, just said I was going to my seat," Peter replied as he took the only open seat, one stationed directly behind a certain Gwen Stacy.

The class went on, and Peter pretended to take notes as he drew a picture of himself, in costume, swinging through the city.

"Nice drawing," Peter looked up to see Gwen smiling slightly at him. A lot had changed over the past week. Gwen, who had started out shy, warmed up to everyone surprisingly quickly. She was still somewhat shy, but she had friends, and she was almost never alone. She was also surprisingly popular for such a smart girl, especially considering her dad was the police captain George Stacy. And Peter, oh Peter, had seemingly fallen in love with her at first sight. You see, his other crush, Liz, had actually started purposefully trying to make Peter jealous due to Peter having run out on her on a date, attempting to save lives as Spider-Man. Peter, naturally upset and angry, tried to make Liz jealous. The only problem was Peter could never get himself to talk to Gwen. He didn't know why. He assumed at first that it was simply because he felt wrong about somewhat using her to get back at Liz, despite actually liking her, but he found the more he watched and listened to her, and the less he talked to Liz, the more he began to like her. And so, what had started out as a small crush and a bit of selfish thought had turned into adoration, and Peter found he was unable to talk to the girl. As a matter of fact, Peter assumed Gwen never even noticed him in class. He thought she didn't know his name.

But she did.

"I…uh…" Peter tried to decide the best response.

"A simple 'thanks' would be fine, Peter," Gwen giggled as Peter began to blush furiously.

"You, uh, know my name?" Peter said.

"Yeah. Why wouldn't I? Your Midtown High's second best student," Gwen looked back up to the front of the room, pretending to pay attention to Ms. Watkins lecture.

"Second best?" Peter whispered incredulously.

"Yeah, second best," Gwen chuckled as a small smile formed on Peter's face.

Peter took a deep breath, and decided now was as good a time as any to make a move.

"Hey, Gwen, do you um…"

"Yeah?"

"Mr. Parker, Ms. Stacy, be quiet." Ms. Watkins ordered as Harry Osborn, Peter's best friend, laughed hysterically at the front of the class.

"Mr. Osborn…"

"Sorry, ma'am."

Peter groaned as Ms. Watkins turned her attention back to Peter, "Mr. Parker, I know you have things going on in your life, with your uncle passing away and all, but don't think that's an excuse to drag an excellent student, like Ms. Stacy's, grade down with yours."

"I wasn't…" Peter started.

"Mr. Parker, enough. First, coming late, then not listening to my wonderful lecture, and now arguing with me, the teacher, when will this nonsense end?"

"Are you kidding me?" Peter exclaimed.

Ms. Watkins motioned towards the door, "Out! Now, Mr. Parker! Get moving!"

Peter reluctantly got up, grabbed his stuff and walked out of the room. On the way out Flash whispered, "Nice going, Parker."

Ms. Watkins followed Peter out of the room, "Now, go to the principal's office and don't come to my class again till you've shaped up your attitude."

Peter muttered a few choice curse words as he trudged through the halls of Midtown High towards the principal's office. After reaching it, Peter knocked on the door. Principal Bendis replied from inside the room, "Come on in."

When Peter entered the room, Principal Bendis gave him a surprised but almost apologetic look.

"I…I didn't expect you, Mr. Parker? What can I help you with?"

"Um…" Peter took a deep breath, "Ms. Watkins sent me here. For, uh, stuff."

Principal Bendis sighed and sat back in his chair, "What sort of 'stuff'?"

"Talking…being late…arguing with her…" Peter listed off everything, hoping for the best.

"Well, being late seems to be a common occurrence for you recently, Peter," Principal Bendis began, "But I've never known you to talk back to a teacher before. Did you?"

"I, uh," Peter decided on the best things to say, "I did, sir. Sort of."

Principal Bendis looked Peter up and down before saying, "Peter, you've never come to my office before today. You've never been late before a week ago. Now, all this is happening. With your uncle dying and everything…is there anything you want to talk about? Do you want me to call your aunt?"

Peter didn't expect this response. For one, he thought the principal would at least call his Aunt…and not to help. And second, he didn't expect him to get all…supportive. But Peter didn't need support. Not really.

"No, I'm fine, sir."

"Well, okay then," the Principal said, "I have to do something about this and I would really prefer to not to have to call your Aunt, so I'm just going to let you off. Go ahead, Peter. You can go. But please, don't ever have a reason to come back."

Peter took a deep breath, relieved to have gotten off so easily, and he hurried out of the room. After reaching his locker, Peter got out his cellphone and turned on the NYPD Crime App he'd hacked into his phone. He scrolled through the list of crimes that had occurred in the past few days and discovered on the top of the list the name of a missing person.

"Billy Connors…?" Peter recognized the name, or at least the last name. He clicked on the name and found a page full of information. He did indeed realize he recognized the boy's last name. He was the son of Curtis Connors, world-renowned herpetologist and ex-head of OsCorp's Bio-Chemistry Division.

Peter scrolled through the page of info. "Suspected murder…Evidence: blood of victim on knife and table at scene of crime. Broken window. Unattached finger matching victim's DNA…" Peter read more and more before deciding he was going to check this out.

After all, Ms. Watkins did tell Peter not to come back to class.

**OsCorp Tower**

"I'm really grateful for this opportunity, Uncle Nels, but I don't know if this is such a good idea. I mean, I'm totally outclassed here," Raniero 'Blackie' Drago looked around in awe at the sheer number of world-renowned scientists and high-tech equipment around him.

"Oh, be quiet, you're going to be great. After all of my colleagues were fired* this job opened up and you were a perfect fit for it. Mr. Osborn wanted me to ask you personally to take it," Nels van Adder encouraged his 23-year-old nephew. (*Not too far back in chapter 2)

"Uncle, we both know that's not true. You used your power as OsCorp's Executive Scientist to get me hired. It's not like my ability, or lack there of, had anything to do with it," Blackie replied, shaking his head, his curly black bangs bouncing off his forehead.

"Honestly, Blackie," Nels began, "You've got tons of talent. All you need is a little push in the right direction."

"I don't know…I didn't even finish college," Blackie began.

"Because you started working to support your sick mother, my sister," interrupted Nels, "You're a good kid and you're going to do great. You'll see." Nels lead his nephew forwards towards two large doors, the words OsCorp printed on them.

"Alright, let's go. It's time to meet your boss," Nels nudged his nephew forward. Suddenly Nels grabbed Blackie's shoulder, "Wait for a sec, actually. Listen, no matter what he says do not say anything rude in return. Speak only when spoken to. You understand?"

Blackie's eyes got wide, as he was clearly afraid, but he managed a nod.

"Good. Let's go," Nels said. After typing in a passcode, the two doors slid open and Blackie found himself in a beautiful one-way glass office. At a desk in the center of the room sat Norman Osborn, a muscular middle-aged man with slicked back red hair and eyes that seemed to bleed evil.

"Hello, Nels. I assume this is your nephew?" Norman asked, his voice a little rough, like someone who smoked for a year before deciding better of it.

"Yes. This is Raniero…" Nels said.

"…Blackie…" Nels' nephew interrupted him.

"…Drago." Nels finished.

"Raniero Blackie Drago?" Norman questioned.

"Just Blackie, sir. I was born Raniero Drago, but I prefer Blackie. It's a…nickname," Blackie began to speak before his uncle could.

"Alright, **Blackie**," Norman snidely responded, "You're hired. I trust Nels enough to believe him when he says you're the right man for the job."

"Um…thank you, sir." Blackie replied. He looked to his uncle for what to do next.

Nels turned to his boss, a smile so fake it made his face hurt plastered on his face, "Thank you so much, sir. We'll be leaving now, if that's fine with you."

"Go ahead," Norman said, and the two immediately left the room.

"Well, that wasn't so bad," Blackie said after a few seconds.

"Yes, but if you so much as forget one variable in an equation you're gone. And so am I," Nels replied and he began to go over the rules of the job. After a few minutes and travelling through the beautiful building, Blackie found himself in an open lab where, stationed at the very center of the room, was a large jet pack like contraption. Carbonadium wings were melded onto the sides. Scientists were cluttered all around the device, arguing and doing work on computers.

"What the hell is this?" Blackie asked, quite perplexed. His uncle led him over to the jet pack and a scientist that seemed to be arguing the loudest. The scientist's hair was long and snow white. He looked to be in his early eighties but his eyes gave off this sort of youthful mischievous look.

"Um…excuse me Dr. Mason," Nels began, and the elderly scientist turned to Dr. Van Adder.

"What is it, Dr. van Adder? It better be pretty damn important because we're in the middle of something important ourselves," Dr. Mason rasped, his left eye twitching slightly.

"It is, Dr. Mason," Nels introduced his nephew to the old man, "This is Blackie Drago, my nephew. He'll be my assistant from now on and I believe he'll be invaluable to your work here. He's an expert in aerodynamics and aerial sciences."

"Uncle, I wouldn't say…"

"He's useless! We have all the top scientists from around the world here trying to solve the mystery of this damn air powered jet pack, but we're going nowhere! The science doesn't exist!" Dr. Mason shouted, clearly frustrated.

"Dr. Mason, I'm sure he can help. He truly is a very bright boy young man, and he isn't new to this…"

"He's new to the company!"

"And so are you! You were only hired a week ago!"

"I've had years of experience! I worked for SHIELD up until recently! What has this kid done?"

"Well…nothing. But the kid's smart! Truly a prodigy!"

"Prove it!"

"Um…Dr. Mason," Blackie, who had wandered away from his two arguing elders, was currently looking over an equation written on a white board.

"What is it, kid?" Dr. Mason growled.

"You're uh…you're math is wrong," Blackie sheepishly replied.

"What are you talking about? My math is never wrong," Phineas Mason snidely responded.

"Well, it is…you see that C^3. It should be C^4. And with that the air's velocity should work with mass M and force Q. The air should successfully power the jet pack without disrupting the motors," Blackie stated, matter-of-factly.

"That can't be…oh my God. You're…" Dr. Mason stuttered, "You're right."

"Attention! Attention everyone!" Dr. Mason began, as all the other scientists turned to him. Dr. Mason then began to shout off orders, as happiness spread through the crowd like an inferno. They'd succeeded!

In the background, Nels smirked and muttered, "Useless, eh?"

Blackie stood just behind his uncle, proud of his accomplishment.

"So, uh…"

"You did good kid. I told ya, you're going to be great."

"Yeah. Should I go tell Mr. Osborn."

"Absoulutely. You should go now, before Phineas goes to him first and tells him it was all thanks to him. He's an evil little weasel," Nels said, already leading his nephew up the stairs to success.

**Connors' Residence**

The house was surrounded by yellow crime scene tape and police cars. Despite the amount of police officers around the house, Spider-Man easily slipped into the house unnoticed, right in the middle of Curt Connors' lab and the place the crime took place.

As soon as Peter entered the room, however, all eyes were on him. Weapons were trained on the teenaged masked vigilante.

"Whoa, guys, relax. I'm here to help," Spider-Man put his hands in the air to show he wasn't going to start a fight.

None of the police officers moved. Finally, one of the police officers put her gun down and ordered the others to the same.

"But, DeWolff, the kid's a menace. Don't you read The Bugle? He's a criminal!" One of the officers addressed the more peaceful officer who had first put down her weapon. The cop, obviously Officer DeWolff, was a young brunette. Her hair was cut short and she had this sort of tomboyish look to her.

"Officer James, put your gun down. Let's give the kid a chance to talk," Officer Jean DeWolff replied.

First Officer James, then everyone else in the room holstered their guns. They all looked at Spider-Man expectantly.

"Thank you," Spidey addressed Jean, "As I was saying, I'm here to help. 'Just wanna check out the crime scene, talk to the suspects. Like you guys."

"Then why don't you stop wearin' a mask an' join the Force like us?" Officer James growled.

"Why don't you beat up super powered crazies in Scorpion suits like me?" Spider-Man sarcastically referred to an incident a little while back, one in which the cops were not able to help anyone.

Officer James muttered a few curse words but decided it was better to just let Spider-Man say what he had to say.

"Alright, again, I just want to check out the crime scene. I'm sort of really smart. And can do stuff like solving crimes. Again, I'm here to help," Spider-Man said this all very slowly and steadily, trying to get all the police officers to not try to kill him.

Everyone stood still for a moment, before Officer DeWolff turned to the other cops, "Alright, guys, let's give him a chance to check out the evidence. I'll stay in the room with him. Everyone else head on out."

The other police officers grudgingly left and after thirty seconds, Spidey was standing alone with Jean DeWolff.

"So…"

"Crime-solving. Right." Spider-Man turned towards the table and began to observe the scene of the crime.

"All the evidence we got was…" Officer DeWolff began.

"Blood, a knife, a broken window, and some finger prints. I know."

"How do you…are you psychic?" DeWolff asked him, genuinely curious.

"No," Spider-Man chuckled, "I just hacked into your police report app thing. Got it on my phone."

"Oh," DeWolff said, clearly disappointed.

As Spider-Man began going over the scene, he tried to determine what had happened but the pieces of the puzzle just wouldn't fit together.

"This doesn't make any sense," Spidey said, after having studied the evidence for almost ten minutes.

"What doesn't?" Officer DeWolff asked as Spider-Man once again went over the list of fingerprints.

"I mean, I'm no detective," Spider-Man began, "But the evidence doesn't support your assessment. You guys say the highest likelihood was Dr. Connors murdered his son, due to the lack of any fingerprints other than Connors' or his son's. But Connors' fingerprints are on the lab equipment only, not the knife, the believed murder weapon. You guys did say you checked the house and found no other weapons correct?"

"Yeah," DeWolff nodded her head in agreement, "But the guy's smart. He could have hidden the weapon."

"Yeah, but that argument isn't necessarily as good as you'd think. You've talked to people around the neighborhood, right? They said Connors was a family man. He did everything he could to support them and was always at his son's baseball games and such. Why would Connors suddenly snap now and kill his son?"

"He lost his job recently, and has been diagnosed as bipolar."

"But that's not an argument!" Spider-Man shouted, "The guy's a genius! Even if he couldn't afford medication, he could certainly make it!"

"Calm down, Spider-Man, I'm just pointing out some facts."

"Yeah, my bad. I just…this is frustrating. I've never done this before," Spider-Man admitted, "Do you think I could have a few minutes alone with Connors?"

DeWolff nodded her head, "Yeah, but he's downtown right now. Do you need a ride?"

"Me? Need a ride? Nah, I'm good," Spidey chuckled good-naturedly and fired webs from his wrist out the window, "Catch 'cha later, Ms. DeWolff." And he was off. It didn't take long to reach the police station. Naturally, Peter knew he wouldn't be accepted right in, so he snuck through a window and found himself right where he wanted to be, the jail cells. Using stealthy, acrobatic maneuvers, Spidey crawled his way through the jail, keeping out of site of any cameras, cops or prisoners, until he found Dr. Curtis Connors' jail cell.

"Dr. Connors," Spidey greeted and the rather skinny man practically jumped out of his sagging skin in shock.

"Oh dear Lord! Oh, it's just you Spider-Man. I assume you're here about my son…" Dr. Connors guessed.

"Yep," Spider-Man agreed, "I've got a few questions for you."

"I've already told the police officers everything."

"I'm not a cop."

Curt looked at his hands and then back up at Spider-Man, "A few nights ago I had been working on something…a science project, you could say. Something that would help me get my job at OsCorp back. My son came downstairs and told me to go to bed. I agreed and went upstairs to sleep. Only ten minutes after lying in bed, I heard the sound of glass breaking and immediately ran downstairs to find a window broken and Billy nowhere in sight. I believe he was kidnapped."

Spider-Man saw through the lie, "Connors, I know and you know that's a lie. Your son wasn't kidnapped. You saw the knife, the blood, your son's finger. You expect me to believe a man broke into your house, cut off you son's finger and kidnapped him?"

"Um…yes," Connors said.

"Listen, I will do everything in my power to get your son back, but you have to tell me the truth. You have to tell me everything. What do you think…what do you know happened to your son? You've got to understand, if you don't tell me, you may never see your son again. You may never see anything outside of this cell again. Your son is missing and you're the prime suspect. I don't believe that or you, though. So, Connors, tell me the truth and you may just get your life back," Spider-Man didn't like doing this, playing bad cop, but he had to. He owed it to the kid…to Billy, to get answers. And right now, Curt was the only one with answers.

"I…"Curt began, "I don't know. I…that's a lie. The story, everything I told you, that's the truth. But he wasn't kidnapped. The…science project…it was a serum. Something that would use reptilian DNA to regrow limbs in a human being. Imagine the possibilities, even beyond healing! You could make perfect humans…people who could never contract diseases. Unstoppable athletes! Absolute geniuses! But my son—poor, brave Billy—I think he tested it on himself. In truth, I was at the testing phase, but the serum was not entirely ready. At least not the one he used. And there had been some…side effects on other mammalian test subjects. One of which was the test subject's DNA would change too much and the subject would transform into a reptilian monster. That only occurred once but…"

"You think it happened to Billy," Spidey finished, "That's one of the most outlandish things I've ever heard, but with all that goes on in this city, I believe it."

Spider-Man took a deep breath before asking Connors one last thing, "Is there anywhere in particular you believe he might go?"

"I…I don't know," Dr. Connors replied honestly.

Spider-Man took a few seconds to contemplate what to say next, "Is there any work, any formulas I can use to help make a cure? Anything, Doc?"

"There…there should be…use any of my work you need. Just go to my lab and take it. You'll probably need blood samples but that will be…harder to get."

"Well, thank you, Doc. I promise I'll do everything in my power to cure your son," Spider-Man reassured the man and crawled away and out of the building.

After Spider-Man had left, Curt began to pace back and forth in his cell. He knew Spider-Man wasn't strong enough to stop his son, if his calculations were correct. No, the only one who could stop…could cure his son was himself. And that meant he had to get out.

He had to get out NOW.

**OsCorp Tower**

A pretty brunette news reporter in a form fitting red dress stood in the front of a camera as Daily Bugle Communications began to record, "Hello, this is Betty Brant from Daily Bugle Communications recording live from OsCorp Tower where Norman Osborn, as well as his new head scientist, Nels van Adder, and personal assistant Raniero Drago are about to hold a press conference where they are rumored, and this is a quote, 'to change the world.' Oh, and it looks like they're coming out now. There's Mr. Osborn, followed by his secretary, then Dr. Nels van Adder, and the new assistant Raniero Drago, whose story is that of great controversy. You see, the young man, only age 23, never finished college. It's believed van Adder used his rank as Executive Scientist to get his nephew the job." Betty Brant went on and on about this 'scandalous' topic until Norman Osborn walked up to the podium and began to speak.

"Hello. I'd like to thank you all for coming today," Norman began, a confident smiling forming on his face, "I am pleased to announce the success of Project Vulture. Project Vulture is a project long in development that not only is the first ever military sanctioned machine to be powered by air, but is the first jet pack to be a fully functional weapon, as metal blades can be fired from the tips of the 'wings' to impale terrorists or other enemies of our great nation."

The crowd and all the reporters began to shout dozens of questions at once. Norman only grinned and shh'd the crowd.

"Please, please, everyone. Before any questions I'd like to show you the very thing I know you're dying to see, the Vulture Harness!" Two scientists quickly rolled out the Vulture Harness in a cylindrical glass tube, to protect it.

"And I would like to give special thanks to our new recruit, and the very person who solved the puzzle that was wind power, Blackie Drago!" Blackie stood up and took a brief bow, before sitting back down.

Meanwhile, a certain Adrian Toomes muttered curse after curse as he watched Norman Osborn and the newly hailed 'super scientist' Blackie Drago happily show off the Vulture Harness. **His** Vulture Harness.

"You take my job, and now you take my life's work!" Adrian began to approach the stage, reaching into his jacket's pocket, "You will pay Norman Osborn…"

Adrian pulled out a gun and aimed directly at the CEO of OsCorp, as onlookers just now noticing the elderly man, stood completely still, shocked.

"…with your LIFE!"

**Note: Alright! That's my longest chapter yet, WOOHOO! I thought it was pretty good! The action will really begin next chapter. Also, I know I'm going to get hell for this so I'm going to explain…**

**Gwen. Yes, she isn't super shy anymore. It seems like a pretty quick change, right? Well, stuff like that happens. My Gwen is based off four people. Two of whom are real, and the other two are the Gwen from the movie and the Gwen from Spectacular Spider-Man, the cartoon. The first real girl Gwen is based off of is someone who was new to my school this year. She was super shy at first but just after a week she was fairly open, still somewhat shy, and extremely popular. She had a boyfriend by the end of her first month at school. So…yeah. It happens. And if I get enough hate I may go back and re-write that part in chapter four. Oh, and Peter instantly falling in love with Gwen. I think I explained that here. It wasn't really love. And it won't be until…oops, almost spoiled some stuff.**

**Again, please review! And check out my page and my other stories! Hopefully the next chapter will be up in the next week or two. I hoped you liked this chapter and the little cliff-hanger ending. I also hope you got some hints towards future villains and other plot points in this chapter! Review! Please!**

**Next: Two more villains are born! Spider-Man faces the Lizard! Norman Osborn looks to unlikely sources for help! Peter gets a job! And Peter and Gwen's relationship grows further…**

**Title: Primal Part II**

**Cover: Spider-Man fights mid-air with the Vulture.**


	7. Primal Part II

**Note: I'm back! Sorry for the wait but between school starting again and other stories it took a while to get this written!**

**Cover- Spider-man fights mid-air with the Vulture.**

_BANG!_

Onlookers looked on in shock as Norman Osborn collapsed to the ground, a crimson hole in his chest.

However, right as Norman Osborn touched the ground, the crazed ex-scientist, Adrian Toomes, was tackled by a group of security guards.

"Hahahaha!" Adrian's muffled screams rose from under the pile, "How does it feel, Osborn? How does it feel to be the **prey **now?!"

"Shut the hell up you freak!" One of the guards swiftly beat Adrian into unconsciousness with a baton.

And then it happened…

It took approximately sixty seconds of shock, of waiting…

The crowd began to panic!

"AAAIIEEE!" A woman screamed. People all around attempted to break away. Some were pushed to the ground, others managed to escape the building. Everything was chaotic!

And one man, Blackie Drago, did the most unexpected thing…the right thing! He ran over to the fallen OsCorp CEO, took his white coat off and tightly wrapped it around Norman's wound.

"You…" Norman began, his voice hoarse.

"Shush. Don't' talk, try to stay awake, okay?" Blackie said.

"K…" Norman replied as a few guards ran over to Blackie and helped him lift the wealthy businessman off the ground.

"We've got to get him to a hospital! Has somebody called 9-11? Is an ambulance coming?" Blackie asked, somewhat panicking.

Blackie's uncle, Nels van Adder, hurried over to his nephew, "The authorities have been alerted but traffic's backed up on 125th and they won't be able to get here for another ten minutes."

"Damnit!" Blackie shouted, "Then we'll have to drive him ourselves!"

Blackie quickly gave orders to the guards to take Norman in one of their cars to a hospital, taking back routes as to not get caught in traffic.

"And…" Blackie looked over to the unconscious Adrian Toomes, "Take that scumbag to jail."

**INFINITE SPIDER-MAN**

**Primal Part II**

**The Parker Residence, A While Later**

Peter slumped back in his desk chair, exhausted. He'd looked for hours for Connors' missing and believed-to-be-a-gigantic-Lizard-monster son and he'd found nothing. Absolutely nothing.

You'd think there would have been a few sightings of a huge reptilian person –assuming Connors' was right—but no! No one could tell Peter—Spider-man—anything.

Nothing. Zip. Nada.

And then, of course, Peter had to come home to a very angry aunt wondering why she'd been called at noon that day to be informed that Peter wasn't in school.

Figures, right? The ol' Parker luck working its magic.

"Screw me…" Peter sighed as he prepared to write an apology note to Ms. Watkins and his principal.

_BRING!_

Peter's phone vibrated in his pocket, alerting him that he had been texted.

"Who would be texting me this late at night?" Peter wondered as he took at his phone and looked at the screen, "Harry wouldn't…Oh my God."

Peter's face was a mixture of delight and shock as he looked down at his crappy phone's little screen.

"Hey, Pete! What's up?" Peter read aloud the text from none other than Gwen Stacy. Peter didn't even wonder how Gwen got his number as he read that text.

"I…" Peter thought over the hundreds of possible responses, "Nothing. No…I gotta say more…How 'bout 'Doing hw, wbu?' No…that's stupid…"

He finally decided to go all out and say truth, "Writing an apology to the school."

Peter clicked send and sat there for a minute. His phone went off again.

_So you did ditch?_

"Yeah." Peter texted back, "Had something to do."

Again, Peter only had to wait a minute for a response.

_Heard you got in trouble with your Aunt. Is it true?_

"What the hell?" Peter muttered, wondering how Gwen could've heard that. _Yeah. How'd you know?_ Peter replied.

_Harry._

"Of course. The so-called 'Nerdy King of Gossip.'" Peter shook his head, remembering those exact words his friend had used to describe himself just a few weeks earlier.

_Ok. _Peter replied. For a while he didn't get a response. And that entire time, he sat there. Wondering, thinking about the incredible Gwen Stacy. And the chances of her agreeing to go on a date with him.

"Close to none…" Peter miserably sighed. And yet he hoped…

Peter shook his head. He'd waited long enough, been scared long enough. He had to step up. He had to be brave.

He picked up his phone, dialed Gwen's number. It ringed. Once. Twice…

"Hello?"

He was going to be brave.

"Uh…"

"Peter, this is you, right? Something you wanted to talk about that couldn't be said over a text?"

"Uh…"

"Peter?"

"Gwen…"

"Yes?"

Peter took a deep breath, and readied himself, "Do, uh, well…maybe…I wa-was wondering…if, um…maybe you wanted to…er…y'know. Or we could uh…we could also…yeah…um…" _Stupid! Stupid! Stupid! _Peter mentally beat himself up.

"Yeah! That would be great!"

_What?!_ Peter thought.

"One or the other. Either would be fine," Gwen replied and Peter heard her giggle on the other side of the line.

"We…um…great! That sounds good! So…" Peter began.

"Dinner at my place. Saturday. 6:30. Don't be late," Gwen sweetly said.

"Yeah! I'll, uh, I'll be there!" Peter replied, a smile beginning to form on his pale face.

"Bye, Pete."

"Bye!" Peter's smile was as big as the world as he hung up the phone. He raised his hands into the air triumphantly and shouted…

"YES!"

**Mercy General Hospital**

Harry Osborn ran through the halls of the hospital to room 603.

"Ohmigod! Ohmigod! Ohmigod!" Harry said over and over again until he reached his destination. He flung the door open and shouted,

"Is he okay?"

A doctor, a nurse and three men who Harry recognized as his father's bodyguards stood in his father's hospital room.

"That…that's a stupid question," Harry said before anyone could say a word, "Will he live?"

The nurse looked at the doctor first and then approached Harry and put an arm around his shoulders, "C'mon, Mr. Osborn. I'll tell you everything but we must let your father rest."

Harry reluctantly let the nurse lead him out of the room.

"Is he…"

"We managed to successfully remove the bullet from your father's chest and he is currently stable," The nurse began.

"Oh! That's great!" Harry's face lit up as he interrupted the young nurse.

"…That's not all, though. The wound in your father's chest is not lethal, but while performing surgery to remove the bullet we found…we found something in his lungs."

"What are you talking about…?" Harry muttered, realization dawning on him.

"Your father has cancer, Mr. Osborn. I'm very sorry but…" Before the nurse finished the sentence Harry was away, running faster and faster…

Back inside the hospital, Norman Osborn was waking up, "I…I heard Harry…was he here?"

The doctor, Julius Bottomly, turned to the billionaire, "Yes, Mr. Osborn. Your son was here…briefly."

"You told him?"

"Yes."

Norman tried to sit up, but couldn't due to massive amounts of pain, "AGH! Damnit!"

"Mr. Osborn!"

"Shut up!" Norman growled, this time forcing himself through the pain to a sitting position, "How'd Harry take it?"

The doctor looked to the floor sullenly, "Not well."

"Hm…good. We'll use that. We'll use it to draw out the thief who stole my jetpack!" Norman said. The truth was, despite claims from OsCorp, Norman Osborn's injury wasn't the only failing of the security. In truth, the jetpack, the VULTURE Harness had been stolen too. And no one knew why.

Norman Osborn went on to explain his strategy, "The thief teamed up with Toomes to kill me and take the Harness. He must have a grudge against me. We'll use that against him. We'll use Harry against him…"

**The Hardy Penthouse**

Walter Hardy leaned back in bed and examined the VULTURE Harness in front of him. It was surprisingly small, with attachable wings for steering.

The world-renowned cat burglar took a deep breath and thought over past events, past dilemmas, and present enemies…

_Walter attempting to steal a new piece of tech, an Oz Phone, four years ago to sell to the highest bidder, Pear Corporations._

_Walter being caught, taken down to the basement of OsCorp Tower and finding Norman Osborn staring over him._

_Walter escaping, using his brilliant mind and acrobatic skills to knock out or kill every guard in the room while still in handcuffs._

_And then…then the terrible thing. The tragic thing…_

_Walter returning home to find his wife lying in bed, seven bullet holes in her chest…_

"Dad?"

Walter was suddenly jerked awake by the voice of his daughter.

"Daddy?" Felicia Hardy stood in the doorway to his room dressed in a pink T-Shirt and black pajama bottoms.

"Yes, hon?" Walter responded, now sitting all the way up.

"You…" Felicia looked over to the harness resting on his lap and then back to her dad, "You promised…promised when Mom died you'd stop. You…you said…" Tears slowly came to the surface of Walter's daughter's eyes.

"Felicia, I…"

"You promised!" Felicia was screaming now, angry, "You promised you wouldn't endanger me anymore! You promised you wouldn't endanger yourself!"

"Felicia, I had to do this!" Walter was shouting now, just so he could be heard over Felicia's sobs, "I…It was from Osborn. The man who had your mother killed…."

"Daddy!" Felicia ran over to her father and cried in her arms.

Walter held onto her and soothed her, "It's fine now, Felicia. He doesn't know. He never will know. It's fine, hon. I'm done. It's all done…"

"I promise you it's all over. Nothing will ever happen to you…or to me."

**The Parker Residence**

Peter had been staring out his window into the night sky, dreaming of the wonderful Gwen Stacy for a full four hours. It had long passed midnight and now crickets and the scum of the night could be heard.

But…but something else could be heard as well. Something different.

Peter was shaken out of his dream state by a scuttling sound coming from outside his window.

"What the…?" Peter looked down. Dozens…no hundreds of lizards were crawling over the grimy concrete and into the sewers.

"You have to be kidding me. The entire time, Billy Connors has been under my nose… under feet! Under everyone's feet!" Peter laughed victoriously as he made the cheesy statement, "He's been living in the sewers this entire time!"

And in less than a minute Peter Parker had left the building…

And Spider-Man had entered the sewers of Manhattan.

**Underground**

Spider-man crawled along the edge of the sewers, smelling more than hearing or seeing the lizards moving through the sewer.

Eventually he reached a crossroad—or should I say a cross tunnel?—where all the lizards, the reptiles had stopped moving. They all scuttled around, staying in that central area.

"Where is he?" Spider-man looked around, nothing other than thousands of small lizards in sight, "He isn't one of them is he?"

Spidey began to fire webbing into each of the tunnels around him, "Maybe I'll pick him up through the vibrations in the webs…"

Spider-man crawled onto and casually crouched on the web. He waited. And waited. It seemed to go on for hours but the webbed wonder knew it was only minutes.

And then, suddenly, all at once, every single web strand began to vibrate.

"What the hell…?" And then the entire room began to shake, the water below splashing chaotically.

"He's not to my left, not to my right. Not in front…where is…oh," Spider-man's voice sunk, "…He's below me."

_SPLASH!_

The water below surged as a huge being jumped out of the water and tackled Spider-man into a northern tunnel.

"OW!" Spider-man crawled out of its grip and looked at it. Huge, dark, eerie, yellow eyes stared into his as Spider-man realized he was indeed looking at a gigantic lizard, "So…Connors was right. You're a gigantic lizard, Billy. Can I call you Billy? Well, that's lucky for me…"

Billy Connors, a hulking, monstrous Lizard, lunged at Spider-man. The superhero only managed to dodge the primal creature's attack because of his spider-sense.

"So, big, green and scaly, what's your next move? Let me guess…" Spidey dodge-rolled past another of the Lizard's charges, "…Attack. How'd I guess it?! I mean, really?! You're completely…"

Spidey jumped over Lizard's tail, which had seemingly appeared out of nowhere to strike the hero, "…unpredictable! Not! Sorry, Billy am I making you mad? Like, Hulk, mad?"

The Lizard lunged yet again at Spider-man, but this time the web-head didn't simply dodge…he also set loose a powerful punch.

"OW! You stupid son of a…" Spider-man pulled back his hand after failing to injure the creature. His punch had connected with sharp, strong emerald scales and it had indeed cut up Spidey's costume and hand.

"Oh $#%&!" Spidey looked up, his spider-sense kicking in to late, to notice the Lizard's tail flying toward him.

It connected and Spider-man flew through the air, eventually stopping when he hit a brick wall.

"Oh…that hurt," Spidey struggled to stand up, "You been working out, Billy-Lizard? I mean, the last time we met—never—you were just a scrawny twelve-year-old. Puberty's done a number on you hasn't it?" Spidey quipped as the Lizard attempted to strike at him with its tail again, only this time the webbed wonder was prepared. He ducked under the attack, grabbed the tail and threw the Lizard away…far away in fact. So far, he actually couldn't see him anymore.

"Oops." Spidey muttered, looking around the sewers.

"Hey! Billy-Lizard, you big, overgrown tweenager, come out, come out wherever you are! Lil' ol' uncle Spidey's gonna find you," And yet, after minutes of looking, Spider-man found nothing. No Lizard. No Billy Connors.

"Well, you know what, this was stupid anyway. I mean, coming to attack a gigantic Lizard version of Billy Connors is not smart when you haven't even developed a cure yet. Yeah, I should probably head home now and make that cure before, y'know, risking my life to fight a mini-Godzilla. Mhmm, good idea, Peter Parker. Great idea, in fact.

"I mean…what other better idea could there be?"

**XXX**

"…getting a job. I need to get a job!" Peter Parker exclaimed, looking his aunt in the eyes over his Eggo Waffles.

"No, Peter! That's a bad, bad idea!" Aunt May argued.

"No, it's not, Aunt May. Trust me on this. I have had plenty of bad ideas and this isn't one of them," Peter motioned to a piece of paper on the table, specifically Aunt May's taxes and the rental payment for the house, "You should have told me about this sooner! You need my help! With…with Uncle Ben gone you're the only one working. And you're in your sixties for God's sake! You could have retired by now! No, I need to get a job, Aunt May. I need to help out, to be **responsible**."

"Peter…you don't…please don't take time away from school for this. You've been missing enough school lately and…well…we'll get along fine. I've found another job and…" May was interrupted by her nephew.

"You don't need another job! And I can get a job out of school, after school!" Peter took his Aunt's hand, "Please, Aunt May, trust me. I'll be fine. I'll get a job. I'll help you…help us."

Tears formed in Peter's aunt's eyes and she embraced her nephew, "Oh, Peter…you're growing up to be such a great man! Like your father…like Ben…"

"Thank you…and I promise you…I promise I'll help. We'll get out of this slump."

"Peter, you don't…"

"I do…I have to, Aunt May. It'll be fine…everything will be fine."

**Mercy General Hospital**

Norman Osborn shook his head furiously, "No, Bavoni isn't enough…isn't big enough. I'm telling you, Harv, I need someone big, someone powerful."

"Well…" Harvey Messick spoke from the other side of the phone, "…there's no one else, Mr. Osborn. No one else safe, anyway."

"What do you mean?" Norman immediately jumped on the man's slip-up.

"Sir…Mr. Osborn…I meant nothing!" Harv quickly said, "There ain't nobody…"

"There is…there is one other, right? And they don't come much bigger than him…" A sly grin began to form on Norman Osborn's face.

"Sir, you don't mean…you couldn't want…" Harv stuttered, knowing full well what his boss was about to say.

"Harv, call up the Kingpin. Tell him I need his help. Now!"

**Later**

Peter's school day had gone spectacularly. He'd done his usual, acing every test and quiz that day, and then he'd done the remarkable…he'd talked to Gwen Stacy, without stuttering and for multiple extended periods of time. They were going on a date. Admittedly, it was dinner…at Gwen's house…with her parents, but it was a date nonetheless. And Peter was overjoyed.

So, yeah, his day had gone well. And that wasn't even mentioning the fact he'd never had to leave school once for an emergency Spider-situation and he'd begun to develop a cure for Billy Connors' condition in Biology class.

And so, that left Peter thinking, _What the teacher doesn't know, won't hurt him._

And now Peter was off to find a job. And he knew just where to look.

The Daily Bugle. The company that owned one of the last newspapers in New York City, and also one of the foremost news broadcasters in the world.

They were the future…well, not really. They were sort of Peter's future. Him being about to apply for a job because, well, the company, the newspaper's CEO, J. Jonah Jameson, hated Spider-man. He loved to print anti-Spider-man articles. But the only problem was he could never get any good pix of Spidey in action. And Peter…well, Peter knew exactly where to get some of those.

And so it was with a confident grin on his face that Peter entered the top floor of The Daily Bugle Tower and approached Mr. Jameson's secretary and part-time reporter, Betty Brant.

"Hello, I'm here for a job interview with Mr. Jameson," Peter saw the women's confused face and then explained, "I'm Peter Parker. I called this morning about the Spider-man pix."

"Oh…yeah, you. I remember you. Mr. Jameson's in his office right now waiting for you," Betty replied, a perfect smile plastered on her face.

"Thanks," Peter said and he began to approach the door to the CEO's office.

"And, Peter?" Betty called the geeky-freshman.

"Yes?" Peter quickly turned around to respond to the beautiful reporter.

"Good luck."

"Yeah, thanks," Peter smiled back at the secretary, who couldn't be more than nineteen, and he turned back to the door.

Slowly, and with steady hands Peter opened the door to Mr. Jameson's office…

To the sounds of shouting!

"I'm telling you, Jonah, you can't keep publishing these "Spider-man Menace" articles! There's just absolutely no proof!" A tall, large African-American man shouted.

"No proof? No proof! Just yesterday Spider-man interfered with a police investigation and later he was caught on tape sneaking into a jail and talking to a criminal, Curt Connors!" A middle-aged man, with a flat top haircut, who was obviously J. Jonah Jameson, argued.

"There's also not actual proof of Curt Connors killing his son! The police have come out and stated that!" The African-American man, Robbie Robertson, exclaimed. Neither of the two men noticed Peter standing in the doorway.

"So now you're supporting known criminals as well as vigilantes, Robbie! Hell, I bet Spider-man's paying you off so you don't let us uncover his secret partnership with Connors!" JJJ accused.

"Are you kidding me, Jonah? Are you being for real? Spider-man…paying **me **off! This is ridiculous! I'm out of here…you have guest anyway," Robbie motioned to Peter, finally acknowledging him as he left the room.

JJJ muttered something to himself, shook his head, and then looked at Peter, "Whaddya want, kid?"

"Uh…" Peter stood there, both scared and in shock.

"Speak up or get out! I don't have much time!" J. Jonah James ordered.

"Well, um, Mr. Jameson, I'm here for an interview. I, uh, called this morning. 'Names Peter Parker," Peter stuttered.

"What interview, kid? There're no jobs open," Jameson said.

"Yes, there are, sir. I'm here about the superhero, Spider-man. You wanted quality pix for him…I can get you those pictures," Peter explained honestly.

"Get out!"

"What?" Peter was shocked. What'd he done to offend the man?

"How dare you say such a thing!"

"I…I don't understand! What did I say?" Peter asked.

"You A) called Spider-man a hero. The only heroes on this planet are my son, John, and his girlfriend, this green girl named Jennifer. And B) You claimed you could actually take good pix of Spider-man. If anybody could, I would have some by now. So…get out!" JJJ ordered.

But before Peter could be forced out of the room, the young man swiftly took out pictures of Spider-man and tossed them onto the table.

"What are you…Oh my dear lord!" JJJ looked down at the pictures, amazed, "These are good, real good. You…you must've—what do you kids call it? Oh, that's right—Photoshopped it or somethin'. These…these are too good."

Peter smirked, "They aren't Photoshopped. You're smart enough to be able to tell that."

"I am indeed. Smarter, in fact. So, Parker, what's your secret?" Jonah James finally addressed Peter by name.

"That'll be my little secret. Otherwise, you could just not pay me and have some cheap photographer do it for you."

"Makes sense. So, how much for each pic?" Jonah asked.

"$150. 50 bucks for each pic," Peter stated.

J. Jonah shook his head and then bargained, "How 'bout 75 and we call it a day?"

"How about 150?"

"How about you get out of my office?"

"Really?! C'mon! These are great pix!" Peter exclaimed.

"Yeah, and you're an amateur," Jameson said, "Listen, I'll make a deal. You take 75 now but if you keep coming back with quality pix then I'll raise to your price."

Peter thought about it for a minute before replying, "Deal."

"Well, then," JJJ put $75 on the table and held his hand out briefly. Peter attempted to shake it, before realizing he was motioning to the door, "Get out! I have work to do!"

"Yes, sir," Peter replied quickly as he took the cash and sped out the door.

"Hah, amateur," JJJ chuckled as he thought of how he'd scammed the kid. If Peter had really insisted, and was about to leave, then Jonah would've ended up paying the kid what he wanted. Those pix were too good to miss out on. But, in the end, the kid was an amateur, a fool.

And chances are, he'd never learn.

**Mercy General Hospital**

"I'm surprised you came to me Osborn."

The Kingpin stood over Norman Osborn's hospital bed, two huge bodyguards standing behind him.

"The past is the past, Fisk. I'm not mad at you about her…" Norman and Wilson Fisk both briefly thought over fairly recent memories.

"…And plus, she left you too."

"Yes, that whore did indeed leave me as well. She's married to some lawyer in San Francisco now, no kids," Fisk replied emotionlessly.

The two remained still for a second, before Norman began, "Now on to business…"

"So, Osborn, what exactly is it you want my Enforcers to do?"

Norman grinned sadistically, "I want you to track someone. A man by the name of Adrian Toomes…"

"…The man who shot you," The Kingpin interrupted.

"Indeed," Norman nodded his head, "And I want you to keep a constant watch on him. He's currently in prison right now, but if he were to escape and lead you to an accomplice, then it would be much obliged."

"And what would my men do when they found them?" Wilson Fisk, fat rippling on his neck.

"Kill them. And take the Harness."

"And what will I be getting in return? Surely you know my Enforcers cost a lot."

"Of course," Norman agreed, "But I won't be paying you cash."

"That's not how this works. You pay me…and you pay me well," Fisk, still calm, replied.

"I never said I wouldn't pay you, I only said it wouldn't be in cash," Norman explained, "As long as you and your men protect me and go on…quests for me then I'll give you, free-of-charge, the latest tech OsCorp makes. As a matter of fact, I'll give you some of it up front, to use on the old welch and his partner."

"Hm…" Kingpin thought over the proposal, "And how do you know I won't take the tech and leave you and your problems alone forever?"

"Because integrity is important for business, and it's bad business if people think you won't actually get the job done. Other will stop hiring you and pretty soon you'll be broke. Or as broke as you can be."

"And what if I force people to pay me. Threaten them and their family with death," Fisk argued.

Norman shook his head, "Then pretty soon you'd be out of employers. And no employers means no business. And no business means no cash."

Fisk grinned, "You're pretty good, Osborn. Fine. I'll do it. You can expect Toomes to be out and about by tomorrow morning."

"It's good to work with you, Mr. Fisk." Norman shook the large man's hand.

"Yes. I have a feeling this'll be the start of a wonderful relationship…"

**The Police Station**

An elderly, beaten up Adrian Toomes was forced into a jail cell and the criminal muttered a few things incoherently as his captors left.

"Adrian, what the hell are you doing here?"

Toomes suddenly jerked his head to the side, looking into the cell next to him. Inside it sat a scrawny man with dirty brown hair and dark eyes. This man was Curt Connors.

"Ah…if it isn't my fellow ex-scientist Curt Connors. I heard about your predicament…"

Connors, ignoring Toomes comment asked again, "I said, what are you doing here?"

"Assault. Tried to kill Osborn."

"What?" Curt stood up suddenly and grabbed into the bars that separated the two, "Why?"

"He fired me. Ruined my life. Took my work," Toomes simply said.

"That's not a reason to kill someone!" Connors exclaimed, much to the dismay of their surrounding jail-mates.

Toomes grinned cruelly, "Why the hell did you kill your son, then?"

"I…I didn't kill him!" Curt shouted, angry now, "He's still alive…just different now…"

"What do you mean…different?" Adrian asked.

Connors went on, "My son…I was working on a serum—you know the regrowth serum, right?—it was something to get my job back…and it…it…my son tested it…it wasn't ready. He…he…he's probably a huge Lizard now," Curt finished, fully prepared to be laughed at by his one-time partner.

"Ah…" Adrian chose to believe Curt, "And you do realize that if it wasn't for Osborn firing us, neither of us would be in this position right now."

"You…you might actually be right," Curt saw his point.

"I **am **right. And I'm going to go ruin Osborn's life like he ruined ours. So…let me make a deal with you. You help me break out of here and I'll help you find and cure your son….as a matter of fact, I'll let you even help ruin Osborn's life. So…whaddya say?"

"I say…" Curt thought over the possibilities, before thinking of his sick, mutated son. He knew what his answer was going to be. He knew what it had to be…

"Yes."

**Note: Ooh...some people are making deals…and none of them will benefit Peter! I hope you enjoyed this chapter! Review! Check out the other IU stories, not just the ones by me! And did I mention to review!**

**Next: Primal Part III**

**Cover: The Enforcers standing side by side, all tech-ed out. (Will be described better next chapter)**

**Summary: (I'm going to do this like a comic solicit)**

**-Witness the birth of the Vulture and the Lizard #2!**

**-And the first fatality of this epic arc occurs!**


	8. Primal Part III

**Note: Here it is, the penultimate chapter in Primal!**

**Cover: The Enforcers, all tech-ed out. Montana standing in the middle, metallic gauntlets on his hands glowing with power. Fancy Dan on Montana's left, a cybernetic machine gun in his arms. Big Man on Montana's right, two futuristic pistols in his hands. Ox standing behind them all, dressed from neck to feet in advanced cybernetic armor. "The Enforcers are coming after…" posted at the top left. "…YOU!" posted at the bottom right.**

"I want my phone call! Give me my phone call!" Adrian Toomes cawed for the tenth time.

"Jesus, freak. Take a deep breath, you're getting' your call," A police officer approached Toomes cell and unlocked it. As Toomes left his cage he looked to his right, winking at Curt Connors, who was in the cell next to his.

"C'mon, hurry it up, old timer," The cop ordered, shoving Toomes forward.

"I'm moving, damnit!" Toomes cried, hurrying forward towards the phone at the end of the hall.

"Watch yer mouth, oldie, or I'll watch it for ya," The cop declared as the two arrived at the phone.

Toomes did not reply to this comment, instead choosing to pick up the phone and dial the number. As soon as it stopped ringing Toomes spoke, "Encrypt it. Now."

On the other side of the line, miles away in his penthouse suite, Walter Hardy typed a few quick keys into his laptop and their conversation was protected.

"It's done," Walter stated, readjusting his position in bed in order to get comfortable.

"Good," Toomes spoke over the phone, "I don't have much time before they realize what's going on. East 25th. The Warehouse. 6:30 PM."

Meanwhile, police officers a room away from Toomes were attempting to monitor his call, but only getting static.

"Damnit!" One of them cursed, "Toomes encrypted the line; we can't hear what he's saying! Get him off the phone now!" Officers rushed out of the room towards the elderly criminal.

"How are you going to get out?" Walter asked, genuinely curious, however, not concerned.

"That's for me to know, and you to–AGGH!" Toomes cried as he was tackled to the ground by three police officers.

One of the officers picked up the phone, "Hello? Who is this?"

No one answered. The line was dead.

**INFINITE SPIDER-MAN**

**Primal Part III**

"HELL YEAH!" Harry Osborn cried out as he took a swig out of his cup and grinded with a rather scantily dressed woman who had at least half a decade on the adolescent.

It is 4 AM. Harry's currently in the middle of a night club, the Clúb de Osborn, owned and operated by his father's company. He was, in total honesty, drunk out of his mind. Before this night he'd never even touched alcohol. Now, he'd had around 7 cups of beer. And he'd been partying hard since he started.

No one said anything about the boy's age. Everyone knew who he was. Every girl wanted to be with him, to get a little of his vast wealth. And so that's where and how he found himself as his phone rang.

"'Ello?" Harry picked up, still dancing with the girl.

"Hey, Harry, it's me, Pete. Did I wake you up?"

"Wha…" It took Harry a second to wrap his head around what had just been said, "Pete? No, you din't wake me up or notin'. Wassup?"

"Harry, what's going on? Sorry about calling you so late. What's that sound? I…Have you been drinking?" Harry could hear serious concern in Peter's voice.

"Wha'? No…no! Well…yes….a lil…" Harry replied. He stopped dancing completely. The girl turned to him, "Why'd you stop?" Harry held his hand out, motioning for the girl to be quiet.

"Harry! What are you doing?! I heard that voice! You've been drinking! Ohmigod! I heard about your father on the news…but he's supposed to be fine…I mean…whatareyoudoing?!" Peter cried out on the other side of the line.

"None of your business," Harry responded, anger bubbling to the surface, "Don't judge me. Whaddya need?"

"Harry, where are you?"

"I said it's none of your business! What do you need?!"

"I…I just needed to use one of your Dad's labs briefly. For a lab due tomorrow. But this is more serious! Harry, please tell me where you are! I need to come get you! I need to help y-" Peter was cut short by the phone going dead. Harry had hung up.

**The Parker Residence**

"Oh my God, Harry…" Peter muttered, looking down at his phone. He sat there for nearly ten minutes before being jerked out of his shocked state by the sound of an owl hooing.

"I can find him…trace his call…no, I need to work on the cure. I need to get into a lab, something with more tech than school. No, I have to find Harry. He could hurt himself. I…" Peter was at a loss. The fate of a twelve-year-old boy, his father and possibly some innocent civilains or his best friend. They both were so important. The cure or Harry. The City or…no. He knew who he had to pick. He knew what could turn into a worse situation…what could become dangerous. He knew which one he had to be _responsible_ for.

Peter calmly stuffed his phone into his backpack, along with his lab equipment, his laptop and a Family Pack of Milky Ways. With a quick glance back and a mental apology to his Aunt May, Peter slipped out his window for the second time that night.

He was going to OsCorp's headquarters. He was going to make the cure. And that meant Harry and his Father Issues were going to have to wait.

**Manhattan's Metropolitan Correction Center, 9:00 AM**

Adrian Toomes and Curt Connors sat along an eastern wall along the outside of the jail. It was their exercise period. Instead of using it for exercise they were using it for scheming.

"So I'll grab the guard and you rip his throat out!" Toomes declared, "And then we'll both run away and be free men!"

Now, before we move forward, you're probably wondering 'why the hell is no one doing anything about these two? Does nobody hear what they're saying?' Well, people did hear them, but they didn't care. In all truth, these things happen all the time. Criminals plan their escapes. They just almost never work. So, absolutely no one was paying the two any mind, no one taking them seriously.

"That is the most idiotic plan I've ever heard," Connors replied, "You've actually lost it, haven't you?"

"What? No!" Toomes shouted back, "It's genius!"

"It involves you and I alone defeating nearly one hundred guards. And that's even assuming I'm willing to kill any of them, which I'm not," Connors said, shaking his head.

"If you won't kill then you won't get anywhere with our revenge!" The elderly doctor stated, a frown now painted on his face.

Curt stood up now, looking away from Toomes, "Honestly, Adrian! The chance of your plan succeeding is about as likely as the chance that this wall will spontaneously explode!"

_BOOM!_

"You've got to be kidding me…" Connors muttered. About a three dozen yards away a segment of the wall had just blown into pieces in a massive explosion, catching guards and prisoners alike under the rubble.

"Likely indeed…" Toomes smirked at Connors as he ran past him towards the broken wall.

Everything was chaotic. Prisoners rioted, guards attempted to keep them from going anywhere. They didn't succeed.

In the large outburst of criminals, Adrian Toomes and Curt Connors were just two of the escapees.

But they were the most important.

Just about a mile away, on top of a Manhattan apartment building, Fancy Dan looked through binoculars at the remains of the destroyed wall. He smiled. Standing up, he spoke into a phone in a smooth North Eastern accent.

"Tell the boss I succeeded. Toomes is out…and he's got a friend."

**OsCorp Labs, 11:45-ish AM**

"_Spider-man! Spider-man! Does whatever a spider can! Can he swing from wall to-"_

Peter double tapped the off button on his phone, making sure the alarm would shut down.

"Err…yeah, Aunt May, I'm getting up," Peter mumbled sleepily, lifting his head off…a table!

"Oh $%^&!" Peter rubbed his eyes, trying to wake himself up, "I'm still at the labs! I never went home last night!"

"Indeed you didn't."

Peter gulped as he turned around. He didn't recognize the voice. He knew it could only be a scientist working at the labs; Peter knew he was in deep doodoo.

But Peter was admittedly surprised to find a rather young man looking at him when he turned all the way around in the swivel chair. The man had a slightly Hispanic look, so that Pete though he must at least be ½ or ¼ Mexican or something of the like, and his dark hair was neatly close-cropped on his head.

"I found you here when I arrived for work. Luckily for you, I'm the only one who did. This is an abandoned lab. I was coming here to officially shut it down. Now, tell me, or else I will seriously call the cops…who are you and what the hell are you doing in my lab?" The man demanded an answer.

"Um…" Peter thought over his possible answers. Only one gave him any chance of getting out of here with no Spidey hints being given, "I'm Harry's friend. I came here to work on a lab…for school…"

"Mmhmm," The man nodded his head, clearly not believing Peter, "That's why you have an experimental liquid next to you that looks remarkably like an uncompleted OsCorp project: HFS (Healing Factor Serum)."

"Um…it's not…I…Biology…plants…lizards…water…bases…acids…er…"

"You do realize I checked out all of your notes and looked at both that serum," The man motioned to what was honestly Peter's version of Curt Connors' HFS, and then he nodded towards another, blue/green serum, "And that over there which seems to be remarkably perfect for curing any effects of the first liquid."

Words began to spill out of Peter's mouth. Some of which were lies and some of which were true, "I really am Harry's friend. I'm a big fan of Curt Connors' work and I wanted to try it out. And Harry is seriously my best friend and I really like science and I am a nerd and Harry is my friend and I don't want to be arrested please don't arrest me oh God I'm going to be arrested aren't I please don't Harry is my best friend my name is Peter Parker and I don't want to be arrested I-"

"You can stop talking now," The man lifted his hand up to stop Peter from speak anymore, "So you're Peter Parker? I've heard about you from Harry. He says some great things about you, like how you're going to one day make the 'next big science thing; like the OzPhone but cooler.'"

"He…I…You know me? Harry said that?" Peter was suddenly brought back to his conversation with Harry the night before.

"Yeah, he…" The man was interrupted as Peter grabbed his stuff and ran past him.

"What are you doing?"

"I'm sorry! I have to go!" Peter shouted, "Please just let me go free! I swear I was up to nothing bad!"

"I…yeah I'll give you a free pass 'cuz I trust you but…" Peter was already out the door, "…you didn't even let me introduce myself. My name's Blackie Drago…"

That left Blackie standing alone in the lab. He looked towards the door Peter had just exited out of.

"…Weird kid…"

**Manhattan**

"Ohgodohgodohgodohgod!" Peter muttered as he swung over New York, dressed in full Spider-man attire, "Where are you, Harry?"

He'd checked everywhere. Every old hang out place, every mall, every jock's house. Harry Osborn hadn't been seen. Peter realized he'd gone partying but now he was beginning to understand it wasn't with some stupid high-school drugees or athletes but at some serious club. Or bar. Harry was the club type of guy, though.

After about an hour of looking, Peter gave up. He couldn't find Harry right now. The time and resources it would take…not to mention that he'd already missed over half of the school day. He was going to catch such hell for this from his aunt!

And so it was, with great disappointment that Spider-man swung down into an alley a block from Midtown High, and Peter Parker walked into high school.

**XXXX**

Peter was right. He was in huge trouble. The guy hadn't been grounded in what? Two years? Three? And here he was, lying on his bed, grounded. After he'd come home from school, his aunt gave him the 'how disappointed she was in him's and how 'ashamed he should be of himself's and then suddenly changing to 'listen, hon, if there's anything you need to talk about….'

Peter had told his aunt he was sorry. He'd hugged her. It didn't change anything. As a matter of fact, it probably made it worse. She grounded him on the spot.

And that's where he was, at exactly 6:30 pm. Peter's disheveled bed served as a wall from the outside world. The edge of each side the only things separating him from a world where he knew he could never be grounded, a world where he had to go out into the night and find his best friend, save a poor boy, and stop crime all over New York. A world he knew his Aunt May should… could not have any part in. A world that for once he desperately wanted to get away from to please his Aunt, just this once.

_Creeeeek_

Peter's door squeaked as it was pushed open. The boy sat up and observed his graying-haired Aunt May entering the room. She sat at the foot of his bed, just an inch or two from Peter's feet.

"Listen, Peter," May began, "I'm sorry about this. I'm sure it seems silly to you, being grounded, but I have to do something, especially if you won't tell me what it is you keep doing when you skip school." May looked at Peter, giving him a chance to talk. He didn't say anything.

"Peter, is there anything you want to tell me? Anything you need to tell me?" May asked, now directly addressing the subject.

But how could Peter tell her? He didn't want to hurt her…to bring her into this life. It was his burden alone to carry. It was his _responsibility_.

Peter didn't say a word, choosing only to look quietly into May's eyes.

"Please let me help you. I can remove the grounding, if only you'll tell me what you're going through. Is it school? Are you being bullied? I know with Ben's…passing it's been tough but…" May started to cry, "I only want to help you, Peter. Can't you see? You're my boy, you're all I have left…I just want you to be happy…"

Tears glimmered in Peter's eyes. He embraced his Aunt.

"Aunt May, I am happy…" Peter spoke for the first time, but he had to stop for fear of saying more than he should. She couldn't know. He couldn't let her know.

Peter's aunt pulled away, "I…I can't deal with this, Peter. I don't know why you won't trust me but…" She walked out of the room, shutting the door silently behind her.

Peter slumped back in his bed. He couldn't tell her…

_Could he?_

**Hardy Penthouse, 6:00 PM**

Felicia Hardy entered her father's room to find him dressing up in black Kevlar and a slim high-tech goggles.

"Dad?!" Felicia exclaimed.

Walter turned around, surprised to see his daughter…especially so dressed up. She was dressed in an attractive red dress, her blonde hair curled around her shoulders.

"Felicia, what are you doing in here? Why are you dressed like that?" Walter asked, completely ignoring his daughter's own questions.

Felicia's mouth dropped, "What am I doing? _What are you doing? _You said we were going out for dinner tonight! You said it was to make up for breaking your promise!"

Walter's face sunk as he remembered what he'd told his daughter the previous night before she'd gone to bed, "Oh God, Felicia, you're right. I am so sorry. I…I have something really important to do tonight."

"Another mission?" Felicia asked, anger still bubbling out, "You said you were done!"

"I am…I just have to drop something off. Give it to an associate," Walter explained. It didn't help the situation.

"Oh my God! I should have known! You're not done! You're never going to be done! You lied!" Felicia screamed.

"Felicia, please…"

"No! Shut up; just shut up! I hate you! I hate you I hate you I hate you!" Felicia ran out the door, tears crawling down her fair cheeks.

Walter briefly cursed, and then promised himself he would make up for this. He gave one last glance out the door before swiftly opening a window and exiting through it.

**1447 East 25****th**** Street, 6:26 PM**

A man dressed in a slick gray suit and a gray fedora was lying on top of this building, a small apartment. He was currently aiming down a sniper scope at the building across the street, an abandoned warehouse, where an elderly Adrian Toomes and Curt Connors stood waiting.

"Big Man, do you hear me?" Fancy Dan's voice rang through the slick man's ear bud.

"I hear you, Danny-boy. What is it?" The Big Man replied in a rather heavily New Jersey accented voice.

"Do you have sights on the old man and his pal?"

"Yeah," Big Man confirmed.

"Is anyone else there?" Fancy Dan asked.

"No, not yet…wait, somebody's just arrived…"

Inside the warehouse, a smooth dark figure approached Toomes and his companion.

"Hello, Toomes."

"AAHH!" Toomes freaked out. He turned swiftly around, expecting to find an enemy.

"Calm down, Adrian, it's just me, Walter," Walter Hardy held his hands up in defense. A large pack was securely placed on his back.

"You nearly gave me a heart attack, Hardy," Toomes growled.

"Let's just get to business," Hardy slung the bag off his back.

"You're not curious who this is?" Toomes motioned to Connors, who was completely silent.

"Nope," Walter replied honestly, "I just want to get home."

Walter began to unpack the bag and brought out the marvelously shiny VULTURE Harness.

"Here you go," Walter handed the harness to Toomes, who nearly dropped it at first, surprised by the weight of it, "You've already paid me so we're good to go. I'll be leaving now."

Walter turned away, preparing to leave, as Toomes slipped on the jetpack.

"Wait…that's it?" Connors spoke up.

Walter turned back to the two escapees, "Yes. Adrian's deal with me is over. He paid me, I got him the Harness. I'm going home…" Walter suddenly jerked his head up, looking out a window of the warehouse.

"Oh God…GET DOWN!" Hardy tackled the two ex-scientists to the floor. Bullets collided with the ground, on a direct course that would have hit the three men if they'd stayed still.

Walter swiftly sprung up and rolled behind a column, "We're under attack."

"I realized that!" Toomes cawed, "Connors, get under cover! I'm going out!" And with that word Toomes activated the Harness and burst off out of a window, the glass shattering on impact.

Meanwhile, The Big Man was cursing to himself as he reloaded his triple shot sniper.

"Damnit! The freak in black saved 'em. He knows I'm here. Toomes is coming after me, you all get the other two!" Big Man shouted into his speaker.

"We're heading in," Montana's Australian accented voice came through the ear bud this time.

Back in the warehouse, Curt Connors had dived behind a crate. Walter Hardy had pulled out a high calibur pistol, preparing for battle.

"Come out, come out where ever you are!"

Walter recognized the voice. It was Fancy Dan's, one of Kingpin's Enforcers, one of the men who had beaten him and killed his wife! Hardy seethed, attempting to control his emotions. He couldn't.

"Die, asshole!" Walter burst from behind the column and fired at where he'd heard the voice. Fancy Dan rolled away from the gunshots. He was followed by two of the other Enforcers, Montana and Ox, both of whom dived to safety too.

Montana waited until Walter had stopped firing before turned his head to Ox, a brute of a man dressed in the finest a man could buy, "Ox, kill 'em."

The brute rushed out from behind the wall, charging at the thief.

Outside of the warehouse, Big Man was scrambling away from Toomes. The old man had flown at him at ridiculous speeds, and had ripped his sniper to shreds with the tips of his razor-sharp wings. Now it was a game of Cat and Mouse as Toomes glided, bladed wings ready for the kill, towards his prey.

**The Parker Residence**

Peter couldn't believe it. Literally, two minutes previously he'd been thinking that being grounded would be fine, that some other super-person would deal with criminals and there was nothing he needed to worry about. New York—nobody—needed Spider-man.

Gunshots were fired just a few blocks from his house. Peter ignored it. People screamed. Peter ignored it.

_SHABOOOOOM!_

The explosion shook him. Gun shots, fine, cops can deal with that. Screaming people? It's New York for Christ's Sake; of course people are screaming! But explosions? Looks like a job for Spider-man.

And so it was that Peter snuck out of his room, dressed and ready for whatever awaited him.

It turns out, he wasn't so ready.

He found some mafia guy having a gun fight with an old man wearing a weaponized jet pack—was that Adrian Toomes? And below, in an abandoned warehouse more mafia goons were firing on some spy-looking man. Another person was hiding, hands over his head, behind a crate.

"I guess I should deal with the crazy bird-guy first," Spider-man decided, swinging up behind the man and latching onto his back.

"What?!" Toomes shouted, reaching back to pull Spider-man off his back, "What the hell is going on?"

"It looks like you caught yourself a spider," Spidey declared, flipping over Toomes and throwing him to the ground. Remarkably, the jet pack was unscathed.

The Big Man fired a pistol at Spider-man, but the webbed wonder evaded the shot through his amazing spider-sense and superhuman agility.

"Yowzers!" Spidey cried, "Watch where you're shooting that thing, Godfather!"

Spidey swiftly fired webbing and pulled the gun out of Big Man's hand. Before he could do anything else he was lifted off the ground by Toomes.

"Listen, uh…Parrot—is it cool if I call you Parrot? You seem like the Parrot-supervillain type—put me down or else I'm gonna have to put the smack down on you!" Spidey said.

"Is this a joke? The infamous Spider-man is some weird super powered kid?" Toomes cackled with delight.

"Oh c'mon! I'm a joke? Haven't you heard? Killer-sword-wings are so last season!" Spidey kicked off Toomes chest and steered him back towards the rooftop…where Big Man had disappeared!

"Damnit, Spider-man!" Toomes cursed, pushing Spider-man off of him and onto the roof, "Leave me to my business or I'll be forced to kill you!"

"And your business is…?" Spidey asked, genuinely curious.

"REVENGE!" Toomes shouted, flying towards the firefight in the warehouse.

Spider-man swung after Toomes, "Y'know doctor's say revenge isn't so good for your complexion. It causes wrinkles and I can see you already got plenty 'a those!"

"Leave me alone!" Toomes screamed, swiping at Spidey's web line with his left wing.

"Not gonna happen!" Spidey tackled Toomes, who was still quite shaky with the harness, to the ground in the midst of the fire fight.

"Whoa!" Spidey barely dodged a stray bullet.

"Oh hell, the Spider-man's here!" Fancy Dan complained, "We've already got enough to worry about!"

"Shut up, Dan, and just kill the costumed freak too!" Montana shouted.

Ox and Walter Hardy meanwhile were in the middle of a wrestling match. Hardy outmaneuvered his opponent, managing to get a few good jabs at him, but it was no use. The brute was unstoppable. It would only take one punch, one good hit to end the fight in Ox's favor. He'd already dismantled Hardy's gun.

As this was happening Toomes was repeatedly diving at Montana while dodging his shots.

"Die!" Toomes shouted.

Spider-man was engaged in combat with Fancy Dan, who proved to be very capable of dodging the superhuman's strikes.

"Man," Spidey started, taking another swipe at Dan's face, "Were you bitten by a radioactive Jackie Chan or somethin'?"

Dan smoothly dodged Spider-man's strike, taking the opportunity to surprisingly land a punch on the webbed wonder.

"Ow!" Spidey cried out in pain. Dan landed another good punch to Spidey's ribs. Peter felt them crack.

"I was trained in martial arts by the best of the best. No freak kid is going to beat me in a fight," Dan stated as he attempted to kick Spider-man in the chest. This time Spidey evaded his strike.

"I. Don't. Have. Time. For. This." Spider-man hopped into the air and webbed Dan's face.

"Mrmmph!" Dan cried out incoherently.

"I can't believe I didn't think of that earlier," Spidey thought out loud. He turned to the other battles at hand.

He had two choices, and he had to choose fast. Freaky giganto-dude and spy guy or Woody and Buzz Light Year/Parrot. Spidey decided to go Toy Story. He dived after the cowboy man, Montana, who was knocked to the ground in the process.

"Stay down, Woody!" Spider-man ordered, jumping over a metal feather-knife onslaught from Toomes. Now the webbed wonder redirected his attention to Adrian Toomes. He fired webbing at the man's wings, but it was quickly cut up by the thin, sharp blades on the tips.

"You know, we need to work on your supervillain name," Spider-man decided, dodging another onslaught of metal feathers, which were replaced by new feathers as soon as they exited Toomes' wings.

"You don't like Parrot, so how 'bout Hawkman?" Spidey jumped over a dive bomb, "Oh wait, that's taken already."

"Maybe we should try a different part of your villainy-ness. How about Dr. Old, 'cuz y'know, you're old." Spidey dodged another attack, "No? You like the bird names better? Fine, how about…"

"DIE!" Toomes shouted, attempting to impale Spider-man with the tip of his right wing.

"Mmm, no. 'Die' doesn't have a nice ring to it. We need something smooth…" Spidey dodged the attack. He quickly glanced back to see where Montana was. He was gone, naturally. But not completely. After another quick glance past Toomes, Peter found that the spy person was engaged in combat with both Montana and Ox.

"Oh man…" Spidey got cut by one of Toomes wings, "AGH!" _That's what happens when you get distracted!_ Peter mentally scolded himself.

Spidey fell to the ground, clutching his wound. Toomes landed and held a wing out to Peter's throat. He thought this was the end. It was impossible to move. The wound was causing his body to go into shock.

Toomes removed the wing from the edge of Spidey's throat.

"You're going to live to fight another day, Spider-man, but only because your frailty amuses me," Toomes grinned cruelly, "I have other business to attend to…"

"AAAARRRRGGGHHH!"

Toomes jerked his head around. Walter Hardy fell to the ground. His eyes quickly glossing over…

"No…" Spider-man whispered.

**Just One Minute Previously**

Walter hated his luck. Spider-man, being the inexperienced crime fighter he was, just let Montana go, thinking Toomes was the greater threat. This allowed Montana to go help his fellow Enforcer, Ox, take down Walter.

He was now surrounded. It was all or nothing.

Walter activated his special weapon; an electrical current swept through his suit. He dived at Montana. The cowboy rolled away from his attack. Hardy performed a swift, sweeping motion to roll around and kick Montana in the nose. Walter felt it break under the pressure of his blow.

Before, Walter could move another muscle however, Ox picked him up. The brute seemed to be unfazed by the electricity; it didn't hurt him! In a moment swifter than Walter ever imagined it being, his life ended. Ox brought Walter's back down upon his knee. It snapped.

As Walter fell to the ground, his life ending, an image of his daughter's beautiful face passed before his eyes. With a _THUMP!_ He hit the ground.

The only thing hinting that there had been life in the corpse just a second earlier was a single teardrop sliding gently down the cheek…

"NNOOOO!" Spider-man was pushed out of his shock. He dived for Ox and let loose a swift powerful punch. The brute fell to the ground, a line of blood already falling down past his lips.

"This is done!" Spider-man shouted. He kicked Montana away from the body. The two Enforcers began to step away from Spider-man, "This is over!"

Toomes smirked, "I'm out of here!" He quickly launched himself off his feet towards the edge of the warehouse.

"Wait! Don't go without me!" Curt Connors burst out from behind a crate. Without a thought, Toomes grabbed onto the man and the two flew off into the night.

Meanwhile, the two Enforcers were firing everything they had at Spider-man, attempting to escape his rage. Spider-man wasn't touched, however. But it did bring one positive thing out of it. It gave Fancy Dan enough time to rip off the remaining web on his face.

"C'mon!" Dan shouted, "We've got a van outside! More men are coming in to take him on! Let's get out of here!"

The three Enforcers ran away. Spider-man reached them as they exited the warehouse, but he was greeted by nearly a hundred armed men.

"Oh $%^&," Spidey cursed. He jumped away from an onslaught of bullets. Through sheer luck and amazing agility, Spider-man managed to dodge every shot but by the time they stopped coming, the men, Enforcers and all, were gone.

"Damn it," Spider-man cursed. He hurried back over to Walter Hardy's body. As soon as he knelt down besides the corpse, sirens blared just a little away. Peter's luck couldn't get any worse.

He had to leave the body.

So, with only one last quick glance down at the corpse of a man he didn't even know, Spider-man left.

**At Toomes and Connors, One Hour Later**

The duo was currently hidden behind a bush across the street from Curt Connors' home. Upon learning of the new that Connors had escaped prison, the NYPD had set up a perimeter around the house, making it virtually impossible for anyone to get in. Anyone who couldn't fly, that is.

With a quick sweeping of his leg, Adrian Toomes silently burst off the ground, Curt Connors in his hands. The two rose higher and higher, until no one could possibly see them. Due to no obvious sirens blaring, it appeared their ascension had gone unnoticed. That was a perk of it being past midnight.

Connors shivered, "Go ahead and take me down to the roof. There's a little hatch up top, a fire escape in case of emergencies. I know the code to get in."

Toomes nodded his head, and glided down to Connors' rooftop. No sentries were posted along it, so the two landed. Curt hurried over to a small door on the roof. He quickly typed something into a panel beside the door and, with a click, the door unlocked.

Connors tip-toed down the stairs, Toomes following after him. The old man had to hold his arms up just to fit the Harness in through the doorway. When the two arrived at the bottom of the stairs, they were submerged into pure darkness.

"The light switch is somewhere around here…" Connors groped the wall, looking for the switch. At last he found it, and with a flick lights illuminated the room.

"What's next?" Toomes inquired.

"Well…" Connors looked around, "I'm sure the police have some people posted downstairs, so I can't go to my office. I might have some extra materials in here, my attic. We'll have to work with them."

"How long?" Toomes moved on to another question.

Connors shook his head, "'Dunno. Ten minutes, forever. It depends on if I can find the equipment." Curt scurried around, going through boxes for equipment and chemicals.

"It would be so much easier if you just let me go down there, take down a few of the cops, and get whatever you need from your officer," Toomes muttered, taking a few steps to the right to look into a box.

"It's too risky. If anyone's down there then our mission will be ruined. I'll have no chance of saving my son," Connors replied.

Toomes just shook his head, but decided to leave the man to his business. Nearly fifteen minutes later, Toomes was getting impatient.

"This is ridiculous, Curt. How much longer is this going to take?" Toomes growled.

Connors took a brief break from looking to respond, "I've found all the beakers and test tubes I need, but I've only got two of the five chemicals, so it might be a while longer…"

"…If they're even here!" Toomes made his point.

"Well, we can't…"

"%^& that. Yes we can," Toomes marched over to an opening that led to downstairs, "I have the VULTURE Harness. I'm unstoppable."

"Wait!" Connors fiercely whispered. Toomes ignored the man, choosing to strut down the stairs disdainfully.

"Waist of my time…no real Lizard…" Toomes muttered. Connors hurried after him, "You're going to get us…"

"Caught?" Toomes interrupted. He motioned around. No one was inside.

"The stupid police is camped _outside_. They never considered you'd get into your house from above," Toomes said. Connors, realizing he was wrong, scampered down his house to his lab.

Everything was intact, the same as it had been that fateful night, except now a wall of yellow 'KEEP OUT!' tape surrounded the scene.

With a grin, Connors hurried over to his lab and got to work. It didn't take long for the serum to be ready.

"This is it…this is how I'll find my son!" Connors declared.

"Great," Toomes said, "What is it? A cure?"

Connors didn't reply. Instead he injected himself with the serum. Toomes jumped in surprise, "What the hell are you-"

Connors' body began to convulse. Saliva sputtered out of his mouth as scales replaced his skin.

"Dear God…" Toomes whispered. Standing in front of him, where Curt Connors once had been, was a seven-foot Lizard.

"…Is that you Curt? Are you in control?"

The beast seemed to snicker, "Of course, Adrian. This is the perfected serum. **I** am perfected."

Without another word, The Lizard burst out a window. Toomes flew after him. The scaly beast-man crashed through police officers. The unexpecting cops panicked as the two passed.

"What the hell?" One cried.

The two were gone before any of the officers of the law could react.

With only one quick glance at where the two mysterious people had gone, Captain Jean DeWolff turned to her men, "Officers, get in inside and find out what the hell just happened!"

**OsCorp, 6:00 AM**

"I'm liking the look of these toys," Montana grinned as he looked over the weapons Norman Osborn had offered the Enforcers in return for their service.

"I'm glad," Osborn smirked.

Fancy Dan ran over to a large, high-tech machine gun, "Oooh! I call this one!"

"Ox doesn't need weapon. Ox is weapon," Ox grumbled.

"Well, in that case," Norman approached a glass case containing a large suit of armor, "I think you'll find this quite…enjoyable."

"Hm…Ox like," Ox grinned.

"Enough, enough," Kingpin barged into the room, "Enforcers, out!"

The assassins did as they were told. Kingpin was left alone in the room with his business partner.

"You know, we've lost Toomes' location," Kingpin said.

"Yes," the cruel smile remained painted on Osborn's face, "I know. But it is of no matter. We killed his partner, and he won't be hard to find…"

"…There's a reason I'm letting my son run wild."

Kingpin's lips lifted into a smile, "You're an evil man, Norman."

Osborn shook his head, "No…just intelligent."

The two stood in silence for a few brief seconds, both thinking over what next to say.

The Kingpin spoke first, "Do you know who we killed? Toomes' partner?"

Norman nodded his head, "Some man named Walter Hardy. Why? Should it matter?"

Kingpin chuckled, "You _really _are an evil man…"

Norman turned to look out a window, "…You know, you may be right…"

Osborn turned back to face the Kingpin.

"…But does it really matter?"

**The Parker Residence**

"PETER! WAKE UP!"

Peter Parker jerked awake at the sound of his Aunt's screams.

"Agh!" Peter's hand immediately went to his side, where he'd been injured the previous night. The wound was already scarring over, but it still hurt a lot.

"Man…" Peter got out of bed, shrugging the pain away. He quickly took a shower and got dressed, before running downstairs. When he arrived in the kitchen, he was greeted by a stack of pancakes.

"Aunt May, I can't wait for breakfast…" Peter began.

"Shush." May said, "Sit. Eat. You always have time for breakfast."

Peter wasn't one to argue, so he reluctantly sat down at the table. He ate in silence as his aunt watched the News.

"…entrepreneur Walter Hardy was found dead last night in the middle of a warehouse on the East Side of Manhattan. He was found with a broken back, and was believed to have been murdered…"

Peter jerked his head to the TV, "Can you turn that up?"

May was surprised by her nephew's sudden interest in the News, "Um…yes. But you really shouldn't be listening to this. It's a terrible story."

"No, May, I need to…"

Peter's aunt reluctantly turned the volume up. The fifteen-year-old superhuman listened on as the reporter described what the police believed happened last night to the man, to Walter Hardy.

"That can't be right…" Peter was shocked.

"What?" May questioned.

"Walter…Hardy."

"Why, yes? That _is _the man's name. What's wrong?" May bent down to look into her nephew's eyes. He didn't return her gaze.

"Hardy…there's a new girl in my class. Felicia Hardy…she couldn't be…"

"Oh dear Lord," May stood back, "That is the man's daughter."

The reporter seemed to listen in on their conversation, "Walter is survived by his daughter, Felicia Anne Hardy, who will be moving in to Foster Care in the coming weeks."

"Oh my God…" Peter said.

"Peter…you…you be sweet to that girl, if you see her. I'm sure this is a tough time for her…" May warned.

Peter whispered, "…It's all my fault…oh my God…"

"What is that?" May asked.

"…Nothing…"

"And on other news, the son of billionaire industrialist Norman Osborn, Harry Osborn, was found passed out in a night club in Western Manhattan, where the teen had reportedly spent thirty-two hours partying…"

"Oh God, I forgot about Harry!" Peter stood up from his breakfast.

"What was that boy doing?" May exclaimed, "This is your friend, Harry Osborn, correct?"

"I have to go." Peter stated.

"What?"

"I have to go. Now."

May reached out for her nephew, but he was already out the door, "Peter, don't you go looking for him. I always knew that Osborn was a bad kid!"

**An Abandoned Warehouse in Northern Queens**

Toomes sat with the Lizard-fied Curt Connors, who was nibbling on a rat. A small, worn down TV was playing the News, which currently displayed Harry Osborn's drunken rave party.

"I need to go…" Toomes stood up.

"Where?" Connors growled.

"…I'm going to kidnap that boy, Osborn's boy. We'll torture him like Osborn's done to your son," Toomes replied.

"…My son…Billly…" Connors said this as if he had forgotten about the boy, "…Must find him."

Toomes nodded his head, "When you do, bring him back here. We'll have our own little party…"

"…And Norman Osborn's invited."

**At Harry Osborn**

"No! I have no comment! For Christ's sake, leave me alone!" Harry pushed away the latest in an army of paparazzi.

Harry'd made a mistake. He knew that. But learning about his father…it was tough. He'd already lost one parent. Maybe to different reasons but still…

The worst part about this experience was how he'd treated Peter, his best friend, Harry realized. It was one of the few things he could remember, and oh how Harry wished he could go back in time and fix it. He'd screwed up. Big time.

But the worst was still to come…

A shadowy figure burst down from above. Harry was jerked away from the crowd of reporters and stalkers alike. Nobody knew what had just happened. The only indication anything was wrong was the screams echoing throughout the sky.

"Oh my God! HELP ME!"

Harry Osborn had just been kidnapped…

…by Adrian Toomes.

**XXXX**

"NO!" Spider-man punched an air vent on top of an apartment building, "Damnit! NO!"

The vent had a dent in it. Peter continued to bust it up until nothing was left. After there was practically nothing left, Peter looked back down at his phone. "Urgent News" took up half of his screen.

"Harry Osborn kidnapped by mysterious flying man!"

Peter knelt down and ripped off his mask, "No…Harry can't…"

The teenaged hero looked up, a new fire in his eyes.

"…Not like Walter Hardy…not like Uncle Ben…I am not going to lose him."

**Note: There you go! I hope you enjoyed it! Sorry if the ending is a little rushed; I have a ton of stuff to do so I had to hurry a finish this! Review!**

**Next Time: Harry Osborn, Peter's best friend, has been kidnapped. Curt Connors has transformed himself into a monster…and he's found his rabid son! The Enforcers have been given tremendous firepower by Norman Osborn, and they're ready for Round Two with Toomes. Peter has to step up, and stop a fire fight that could cause the death of not only his best friend, but countless innocent lives! All the suspense and action of this arc leads up to this last chapter…the last part in Primal!**

**Title- Primal Part IV: No One Else Dies**

**Cover: Peter, in his Spider-man costume, charging forward, hands stretched out like claws. His mask is half ripped, displaying a look of pure rage. His pupil is a slit…almost like an animal…almost like a monster. Blood is splattered behind him on an all-black background.**


	9. Primal Part IV

**Note: Alright, I'm back with another chapter in Infinite Spider-man! Look forward to a zero issue out sometime in the next couple weeks.**

**Cover- Peter, in his Spider-man costume, charging forward, hands outstretched like claws. His mask is half-ripped, displaying a look of pure rage. His pupil is slit…almost like an animal…almost like a monster. Blood is splattered behind him on an all-black background. **

**Some Warehouse in Manhattan**

Harry Osborn was currently hanging in what was possibly the most precarious position he'd ever been in in his entire life. He was strapped to a beam, overlooking a large pit of something Harry didn't want to know about.

The teenage son-of-Osborn had been kidnapped by a dangerous criminal with a lust for revenge: Adrian Toomes. The elderly man had lost his job and his home to Norman Osborn, and after stealing the VULTURE Harness and teaming up with Curt Connors, he'd begun an assault on Osborn's life-style and ultimately…life.

Harry had, for hours, struggled with his constraints. But the only thing he succeeded in doing was cutting up his wrists. He wasn't getting out of there. He was angry, alone, and desperate.

"Hey, you! Bird-guy!" Harry called out.

Toomes, who had been sitting a dozen yards away from Harry, feasting on what looked to be raw meat, looked up, "What is it, brat?"

"You know," Harry began, "That my Dad is going to find me! He's going to come to help!"

Toomes chuckled, "I plan on it."

Harry struggled on, "Well…you shouldn't, because my dad's going to bring, like, an army with him. If you let me go now, you might get out alive."

Toomes broke out into a full on maniacal laugh. The high-pitched cawing made Harry squirm.

"You…CACACA…you actually think anyone can stop me? I'm, as kids your age like to call it, super-powered! CACACACA! And you haven't even met my friend yet! I will not be denied my revenge!" Toomes laughter died out, suddenly replaced with anger, "You're father is going to die."

Harry was in full-on panic mode now. He didn't know if his father would actually come, and if he did, would he be able to save him…if not, maybe…

"Spider-man will save me!" Harry declared, "He's got superpowers! He'll stop you!"

Toomes face contorted into a look of contempt, "That petty bug? I defeated him once; I can do it again."

"You…you fought Spider-man…and won? There's no way…" Harry muttered in disbelief.

Toomes shrugged off the comment, now annoyed with Harry's incessant need to talk.

"Shut up! Or I'll gag you!" Toomes held up a piece of cloth to prove his point. Harry didn't say a word. If what Toomes had said was true…he was done for!

Suddenly, the dark, wooden doors to the warehouse crashed open and in crawled two reptilian figures: Curt Connors and his son, Billy Connors!

"I'm baaack," Curt growled, his scales shifting, "This isss my sonnn, Billyyyy."

"Welcome back, Connors," Toomes stood up, "I have captured Osborn's boy. We must prepare for the attack."

Curt stood on his hind legs, apathy flooding his eyes, "There isss no weee."

"What are you-"

"My sonnn and III are leavingggg. I am donnee with thissss…with yooouuu…" Connors rough, reptilian voice echoed through the warehouse. Toomes just stood back in shock.

"There…you can't…you can't escape this! You started it and once you join this circle it never stops! You can't leave! I won't let you!" Toomes flexed his legs, preparing to dive at the two Lizards.

Both Lizards sensed the danger and prepared to strike. Billy spoke for the first time in days, "Kiiilll…"

The doors suddenly burst open yet again. The three belligerents adjusted their gaze towards the entrance. In came four distinct figures armed with weapons that would make Tony Stark jealous. The Enforcers had arrived.

Montana grinned, the gauntlets on his hands pulsing with power, "It's time ta get this party started."

**INFINITE SPIDER-MAN**

**Primal Part IV: No One Else Dies**

Peter Parker sat alone in his room, sitting at this laptop, dressed in his costume in all but the mask, which lay next to his right hand. His door was locked, and the super-powered teenager had his iPhone plugged into his computer. He typed frantically, attempting to hack into a particular app…attempting to save his best friend.

"C'mon, Parker," Peter thought, "You're a smart kid. You can do this…"

He was hacking into "Find My iPhone" and attempting to use its tracking capabilities to find Harry's phone, which Peter hoped, wasn't dead yet. Within just another minute Peter had succeeded.

"Yes!" Peter silently cheered. His aunt didn't know he was in the house. He planned to keep it that way. Peter quickly grabbed a backpack and stuffed it with multiple shots of the cure for Billy's Lizard condition, in case he came in contact with him, and grabbed his cellphone.

Peter slipped on his mask and opened the windowsill. With a small hop, Peter was out of his room and into the world. Currently in his hand he held his phone, which displayed, using Google Maps, Harry's current whereabouts.

After quickly memorizing the address and the directions, Spider-man swung away, heading southeast towards his friend.

He was going to save Harry. He _had _to save Harry. No one else would die because of him. He was given powers for a reason. To save people. Known, unknown, it didn't matter. He wasn't just nerdy teenager Peter Parker. He was Spider-man, defender of New York City, and the webbed wonder who was almost hilariously trashed on by The Daily Bugle, his current employers. Which reminded Spidey, actually, to use his phone to take some pix while he was fighting Harry's kidnapper.

Before too long, Spider-man had come to the warehouse. His phone called out in a metallic female voice, "You have arrived."

Spidey chuckled, "Thanks a ton, Google."

Spider-man silently crawled to the top of the warehouse. The roof had multiple glass panels, that shined light into the dark room below. The webbed wonder could see a fight going on below. The Enforcers were fighting Toomes and…were those giant lizards? My God, Billy was there. And if there were two that meant…

"The doc changed himself. He's…he's a mindless beast, just like Billy," Spider-man realized. With just one more glance, Spidey discovered Harry tied to a pole overlooking a vat of chemicals. He had to save him.

Spider-man took a deep breath and kicked in the glass, "Cowabunga!"

As Spider-man touched the floor below, all eyes looked towards him. "What? Bad franchise reference or somethin'?"

"AAHHH!" Fancy Dan roared. He unloaded his advanced machine gun onto the hero.

"Spider-man!" Harry cried out from above.

Spidey managed to dodge the onslaught using his agility and spider-sense. As he flipped back up, he noticed the places where the bullets had impacted. Entire sections of the wall were gone.

"Yeesh! You got some upgrades, didn't ya? What does that make you now? Powerful Dan? High-tech Dan?" Spider-man joked.

"How 'bout 'Kill %^&&in' superheroes Dan'?" Dan cried out, firing again.

Spider-man dived below the bullets matrix-style. After standing back up straight, the hero shook his head, "Nah, doesn't have a nice ring to it."

The webbed wonder jumped at the criminal and sent him flying with a nasty kick to the chest. Spidey felt ribs crunch beneath his feet. He'd done a number on the guy.

Meanwhile, Toomes was engaged with Ox, who was decked out in a suit of high-tech armor. The fiendish bird-like man dodged punch after punch, all while striking Ox's face with his wings and degrading the brute.

"You pathetic excuse for a hit man. You couldn't land a punch on a child, let alone me!" Toomes cawed.

"Shuddup!" Ox growled, "Ox land one punch, you dead!"

Toomes laughed, "Cacaca! Yes! Key word being 'land' not 'one'!"

In another part of the warehouse, the two Lizards were fighting Big Man and Montana. Despite their incredible technology, the hit men had been unable to successfully hurt the mutates. Their scales were too tough, even able to withstand high-powered bullets.

"What the %^&* are these guys?" Big Man wondered out loud, firing shot after shot, not allowing the two reptiles to get close for fear of being hit in the eye, one of their only weak spots.

"Some sorta' mutated lizards, mate!" Montana replied, pushing the reptilian-humans back with a powerful blast of concussive force from his gauntlets.

Curt Connors himself had begun to lose control. It didn't matter how he had started, his own conscious was fading away, being overtaken by primal instinct…by The Lizard!

"Must killll…preyyy…" He snarled. His son, Billy, just kept on letting out a guttural growl.

"…Must…KILLLL!" Curt lunged towards Big Man, who had to reload. Montana fired a blast of energy but the reptilian mutate dodged it.

"OH NO…AAAGGHHH!" Big Man cried out as Curt gutted him with his claws. The gunman had no chance. He was dead before he could say another word.

Curt looked down at his bloody claws. Suddenly, he realized what he'd done. "No…nonononono!"

"You bastard!" Montana shouted. He blasted Curt away from the body.

Back in Spider-man's fight, the webbed wonder had just succeeded in webbing up Dan.

"One down, like a bajillion to go…" Spider-man stopped short in his tracks, "Oh my God…"

Big Man was dead. _Dead. _

"No…NO!" Spider-man fired a line of webbing to a crate and launched himself towards the Lizard-fight. With a flick of his wrist, Spidey webbed the mouth of the angry Montana.

After landing on the ground, he threw himself at the first Lizard in his sights: Billy! The Lizard lunged right back at him. The two collided in mid air and surprisingly landed on equal ground. Spider-man slugged the creature. It didn't even flinch.

"You're done, Billy." Spider-man felt his spider-sense activate. He rolled away from Billy's tail, which would have lopped off his head if he'd waited a moment longer. Spidey straight on tackled the reptile and, holding the beast tight to the ground, brought out a cure.

"I said…YOU'RE DONE!" Spider-man injected the roaring beast with the serum. Billy flailed, knocking Spider-man off of his chest, but after a few seconds stopped, and slowly transformed back into an innocent, naked twelve-year-old boy.

Curt Connors had watched the showdown in shock. He didn't know what to do, how to react. That is, until he saw his son change back.

"No…my sonnn…myyy kinnn!" Connors roared, "My gloryyy! My victorrryyy!"

Curt blind-sided the hero as he attempted to stand.

"AGH!" Spider-Man squirmed, "Dr. Connors, think about what you're doing! This isn't you! DR. CONNORS!"

The reptilian mutate opened his maw, his sharp teeth edging closer and closer to Spider-Man's face, "No morrreee Connorrrrsss…onlyyy Lizarrrddd…"

"In that case," Spidey kicked the Lizard in the gut, knocking him away, "I don't have to hold back!"

"Whoo! Go Spider-Man!" Harry cheered.

Spidey struggled to stand, "Really not helping."

"Sorry," Harry muttered.

The Lizard began to rise back up but Spider-Man hit him with both hand, balled into fists, which pushed him back down. But the beast wasn't done yet.

"RRAAGGHHH!" It growled, clawing Spider-Man's face. The left side of his mask ripped off.

"Ow!" Spidey punched the creature right back. It didn't really react, and attacked the webbed wonder right back. It tackled Spider-Man and tried to rip into his neck with its thick fangs.

"Don't think so, Lizzie! Not the jugulars!" Spider-Man held the beast's mouth open and away with his hands. The mouth suddenly shut and Spidey's hands slipped away. With a split second to react, Spider-Man flipped back away from the Lizard.

The superhuman fired webbing, covering the Lizard's eyes. The beast roared in response. It began to swipe blindly with its claws. It was easy pickings for Spider-Man to maneuver around the attacks. He took out and shot and edge closer to The Lizard…

_WHAM!_

Spider-Man was knocked to the ground, away from the Lizard. It appeared Toomes had defeated Ox, who now lay in a heap on the ground, hopefully unconscious.

"Damn…" Spidey cursed, standing up. Lizard managed to rip off the webbing from its eyes, "Damn!"

"Ok, guys, listen," Spider-Man began.

Toomes interrupted him, "Don't try bargaining, Bug. You're dead!"

Spider-Man shook his head, "I wasn't going to beg for my life or anything," Spidey shot webbing at the ceiling above, "Just warn you: head's up!"

Spider-Man pulled with all his might and the ceiling came crashing down. Unluckily, Toomes reacted quickly and avoided the rubble. Luckily, the Lizard had been caught under the falling debris.

Toomes took one glance towards Spider-Man, who suddenly seemed that much more threatening, and then took off.

"What're you doing?" Spider-Man cried out, "You're abandoning your partner!"

"Who cares?" Toomes broke through a window and soared off into the sky.

"Damn it!" Spidey cursed. First, Spider-Man looked for Montana. He was unsurprisingly gone. Then, he looked towards Harry. He couldn't very well leave him there…but Connors could be hurt! Or worse! And then there was Toomes. Spider-Man made a split-second decision and chose to free his friend. He swung up to Harry's position.

"What are you doing? You're letting him get away!" Harry shouted.

"Quiet while I free you!" Spidey ordered. He pulled apart Harry's constraints and swung him to the ground below.

"Alright, listen to me," Spider-Man took out his last vial of the cure, "Go over to the rock. Dig Godzilla's cousin out and inject him with this."

"But…but what if he's still awake," Harry protested.

"Just do it!" Spider-Man ordered and then swung after Toomes.

"And don't do anything stupid. Other than, y'know, freeing Lizard from his rocky tomb!" Spidey called back.

Harry just shook his head, "Lucky me. Saved from danger and then put back in danger. All by the same guy."

**Manhattan**

Spider-Man followed the surprisingly easy-to-follow trail left by Toomes. Apparently Ox had managed to get at least one hit in, because 'feathers' from the Harness were scattered around everywhere. It seemed like the suit was falling apart.

But still, it took nearly an hour. The villain was much faster than Spidey, and it appeared he wasn't willing to stop flying for a long time.

But so it was that Spider-Man finally found the criminal, and systematically discovered the real reason he had stopped. The suit _had _fallen apart. The wings were in pieces. Toomes forehead was cut and it appeared that he had fallen.

"I…I'm done…you win, Spider-Man…damn you…" Toomes breathed heavily.

"You _are_ finished, Toomes. You're quest for revenge is over." Spider-man declared. He walked over to the beaten body and knelt next to the man, "And I've finally thought of a name for you. _Vulture._ Seems obvious enough, with the Harness' name and all, but it's much deeper than that. You prey on the weak. You betray your friends. You're an utterly despicable, disgusting creature."

Toomes spit into Spider-Man's uncovered eye. The hero gently wiped the saliva off.

"_And I pity you._"

"You're weak. Sad. Crazed. But none of that matters now. You've been caught. You're going to your rightful place: jail," Spider-Man finished. But this time, Toomes didn't respond. The elderly man didn't spit on him, didn't curse him. Yet still he stared into Spider-Man's eyes fiercely…blankly…

"Oh no," Spidey began, "No no no no no. You can't be…you just can't be…"

Spider-Man felt for a pulse. There was none.

"…dead."

**Two Days Later**

Peter Parker attended Walter Hardy's funeral. Felicia's whole grade had been invited. Harry came. So did Gwen. Even Flash did the right thing. But, surprisingly, Felicia didn't show. And that only made Peter feel worse.

Peter didn't cry. He didn't say a word. Mid-service, Gwen had run up to him and embraced him. He didn't even care about that. She sobbed on his shoulder and all he did was let her hold him.

"Oh m-m-my God. I c-c-can't believe this h-happened. To somebody we know too." Gwen whispered, "W-we should reschedule our d-date tomorrow. I think we both need a few days to recover."

Gwen didn't know the half of it. Peter wouldn't need days. He'd need weeks. Felicia's father had died because of him. Big Man had died when he could have saved him. Toomes had died as well. And Mac Gargan…just over a week before…Gargan might very well be dead _because _of Peter. He might have killed him. No, his recovery was going to take much longer.

Both of the Connors had survived. Both were cured. Curt was free of all charges thanks to a timely intervention by Spider-Man. Harry was saved. Two Enforcers were in custody. It…it really was a win for Peter. But that didn't matter. That didn't change what had happened. And after this, Peter couldn't suffer any more. He wouldn't be able to take it.

And so Peter made a vow on that dark, rainy day, as he embraced Gwen.

No one else would die. Not because of him. Not when he could save them.

_Not ever._

**Meanwhile**

Felicia lay in her father's bed, silent. She'd stopped crying hours ago. Her mascara had leaked down her face and now dried into odd patterns. All that was left inside of her, the only feeling, was anger.

Her father had lied to her, left her, and now he was dead. Now she was alone…

"Damnit!" she jerked up. She hated him! She hated all he did to her! She…she…she loved him…she missed him…

Felicia turned her head. Something caught her attention. A photo framed in gold. It was a picture of her and…

"Mom and Dad…"

And suddenly the tears came again. They fell down to her lips as the sadness ripped away at her insides. She was alone, all alone…

"No!" Felicia cried. She stood up and began to punch the wall, "Nonononono!" The skin on her hands peeled away and blood began to leak down her fingers.

"NOOO!" One last punch. That's all she had left. She slammed her fist into the wall. But surprisingly, this panel didn't hurt. Had she destroyed her nerves or…no. The wall was soft. She examined it. Suddenly understanding, Felicia pushed in. The panel fell in and the wall swung away.

Now, in front of Felicia's eyes was an armory. Leather suits, high-tech gadgets, anything and everything her father had used was stored in glass cabinets and strung on a wall.

"Oh hell yes…"

And suddenly Felicia felt the anger again. And it overtook her. She observed the room in front of her, but not with the eyes of a girl. No, she had the eyes of a _cat_.

**Note: That's it! Primal is done! I know this chapter is really short. My shortest chapter yet. But I had to separate this part from the last issue. I really did. This works so much better as its own chapter. And really, who's to say a long chapter is better than a short one? Especially when I've got a Christmas present to all of you guys! **

**Infinite Spider-Man's getting a zero issue! Before or on Christmas day you can expect a 1500-3000 word zero issue. And in the next month or two after that…**

**Title: Different Points of View I: Shocking.**

**Cover: Spider-Man is on the side of a building, a frontal view on the hero. Shocker's gauntlets can be seen as he charges towards Spider-Man. The villain's reflection can be seen in Spider-Man's lenses and the glass panels of the building.**

**Summary: A new villain is in town and his name is The Shocker! And just who is this dastardly new foe? And let me tell you, it's exactly who you think! Also, what are Felicia's plans for the future? And how will Peter and Gwen's date go? Here's a HINT—not well!**

**And for the zero issue…**

**Title: Issue Zero- TBD**

**Cover: Space. The Final Frontier. A silver glow bursts past the stars.**

**Summary: Just what happened next with Richard and Mary Parker? How did Peter end up at his Aunt and Uncle's place? And who—or what is Richard running from? All this and more will be answered. Plus a backup featuring S.H.I.E.L.D. What exactly happened to Mac Gargan after his defeat? And is he even alive? And then what about the VULTURE Harness?**

**Until next time,**

**IU10**


	10. Issue 0: Hush, Little Baby

**Note: Please review! And Merry Christmas! Or Happy Holidays! Whichever you prefer.**

**Cover- Space: The Final Frontier. A silver flash of light bursts by a star.**

**INFINITE SPIDER-MAN**

**Issue Zero: Hush, Little Baby**

_RRRRRRIIIII!_

Richard Parker swerved to dodge an '08 Camaro that came to an immediate stop in front of him.

"Ah, damnit!" Richard cursed.

"Richard, the baby!" Mary cried.

But Richard couldn't stop it. The car crashed right into a deli. Luckily, no one was sitting near the windows. And miraculously, Richard and his wife were wearing seatbelts, and Mary had a firm grip. Baby Peter was fine.

"Oh my God, he's all right!" tears fell down over Mary's face as she hugged her now-crying son.

"God Damnit!" Richard pushed open his door and exited the car. After slamming the door shut, he walked to the front of the car and examined the vehicle.

A middle-aged blonde man dropped his sandwich and came running over to Richard.

"Are you alright? Is your wife…oh my God! Your baby! Is it alright?" The man asked, eager to help.

"I'm…it's fine. We're fine! Just the car! …It's totaled!" Richard stated, his messy brown hair now falling over his forehead.

The man tried to reassure Richard, "It's just a car, man. As long as all'a you guys are alright, that's what's important."

Richard shook his head. He whispered, "Not when you're being hunted."

"What was that?" The man asked.

"Nothing…" Richard sighed, "Nothing at all."

Mary exited the vehicle, baby in her arms, "Richard, what's wrong? Is the car…"

"Totaled? Yes. We're going to have to go on foot from here," Richard confirmed.

"Um…sir, shouldn't you stay by your car until the two truck comes? Or a cop?" The man questioned Richard's decision.

Richard shook his head, "You don't understand. My wife, son and I need to get out of here _now._" Richard took hold of his wife's arm and helped her over shattered glass and crushed stone to reach him.

The man looked around briefly, noticing that there were no police officers or tow trucks nearby, and that no one else was coming to help.

"Well, if you have to leave now you can use my car," The man stated, taking out his keys from his pocket. He tossed the keys to Richard, who caught it with two hands.

Mary began, "You really don't have to…"

"Thank you," Richard interrupted, dangling the keys. His wife gave him a questioning look, and then nodded her head in agreement.

"No problem, Mr…"

"Parker. Richard Parker. Your name?" Richard asked.

"Carl Brock," Carl answered.

"Well, if we survive this," Richard wasn't holding anything back, "I owe you one."

The man was shocked, but chose not to intrude into their business. Especially considering they could potentially be terrorists, and armed.

"The car is over in that lot," Carl pointed to a parking lot a block away from the restaurant.

Richard nodded his head in reply, "Again, thank you! Our son has a chance now."

Richard grabbed a hold of Mary's arm and the two hurried away, the baby Peter snuggled sweetly under his mother's breasts.

"You're…welcome…" Carl turned back to the totaled car and shook his head. Police sirens finally came into hearing distance and Brock just knelt by the car, ready to explain everything. Well, not quite _everything._

**At Richard and Mary**

The couple tried to travel quickly in Carl Brock's '06 Ford Fusion, but it was impossible to go anywhere quickly with New York City's traffic. This displeased Richard, who muttered curse after curse about the drivers, the road and the driver's families.

"Son of a wh-"

"Richard!" Mary interrupted, "Calm yourself!"

"I'm sorry, Mary, but we really need to be moving faster. He'll…he'll find us if we keep moving at this pace," Richard replied.

"Who is 'he'? What is going on?" Mary demanded.

Richard sat back in his seat and took a deep breath. When the light in front of him turned green, he accelerated and began to quickly cruise down NW 44th Street. After a few more seconds, Richard decided to speak up.

"Mary, I can't tell you what…or who specifically is after me. Speaking his name will draw the other, his servant to us. All I can tell you is that—well, this isn't really the right time—I lost my job. But before I did, I found something. Something big. And now we are in big trouble. The Earth is in big trouble." Richard didn't take his eyes off the road, but his wife could tell how he was feeling from the tone of his voice and the way he held himself. Richard wasn't lying. Something…someone from the stars was after them. And Richard was very, very scared.

Mary looked down at her baby boy. If they were caught, what would happen to him…?

"Richard, change course," Mary ordered.

"What?" Richard exclaimed.

"We need to get Peter somewhere safe. Go to your brother's house. Now."

Richard knew his wife wasn't joking around. And he knew what his wife wanted was the right thing to do. They had to give up their child. It was his only chance for survival. And maybe, just maybe he would be able to figure out how to stop…Him. Maybe Peter could succeed where Richard failed.

Richard took a sharp right turn. In just another twenty minutes of driving, the couple was nearing Ben and May Parker's house.

Richard parked the car in front of the auburn-colored house and immediately opened the door. He stepped out of the car and hurried over to Mary's side. Richard opened the door for his wife and son.

"C'mon, Mary," Richard pushed.

"I'm coming. I'm coming," Mary carefully exited the car, watching innocent Peter's sleeping figure all the while.

The couple trudged up to the single-story house. A bright green doormat invited them in. That wasn't their fate, nor their intention. Richard knocked.

"Hold up just a second," A soft, kind voice spoke from inside the home. The wooden door swung open and a middle-aged woman with dark hair and a bright smile greeted the escapees, "Hello…oh, Richard, Mary, what are you two doing here? Come in! Come in! It's lovely to see you! Ben's not here right now. He's at wor- Oh my God, is that a baby? Why didn't you call and tell Ben and I about h…that's a him, correct?"

Neither of the new-parents moved. Richard spoke first, "We don't have time, May. We need you to take our son, Peter. Watch him, love him, care for him."

"What?" May shouted, "What in the heavens are you talking about, Richard?"

A single tear fell down over Mary's cheek as she spoke, "May, we're in trouble. Richard…we can't tell you why or from whom, but it's serious. We…we're bringing Peter to you because we trust you and Ben to take care of him if we never…if we never come back…"

"Oh my God! Mary! Richard! I…" May began to tear up, "You can't…can't just leave him…you're his parents…"

"And now you and Ben are his parents…" Richard had been able to hold it back to this point. But he couldn't anymore. What he had just said, what he had given up…tears exploded out from Richard's eyes.

"M-Mary…" Richard turned to his wife.

Seeing her husband cry made Mary all the more sad, "I-I-I know, honey…"

Mary reluctantly handed Peter over to May, who now appeared to be in shock.

"Mary…Richard…" May whispered.

The two parents each kissed their baby son's forehead before going away. Not Richard, nor Mary said goodbye to their newborn son. It was too hard.

And poor, sad baby Peter had just woken up. And wouldn't you know it, he began to cry.

Mary looked down at the baby. His small, round face swelled up as the tears fell down his face. Mary didn't know what to do, what to say. So she did what was natural. She sang.

"Hush, little baby. Don't say word. Momma's gonna buy to a mockingbird…"

**Note 1: Yeah, it's sad. Depressing, even. I don't know what to say…I guess just, read on! There's still more…**

**The Present**

**S.H.I.E.L.D. Headquarters: The Triskelion**

Nick Fury doesn't like loose ends. But that's exactly what he had in front of him right now. Living, literal proof that not only he, but his entire organization, SHIELD, had failed to do their job and hadn't cleaned up after themselves. Macdonald Gargan was the epitome of SHIELD's failures. He was the reason they were under consideration for budget cuts. He was Scorpion: a superhuman terrorist created by SHIELD to be the first of a new generation of supersoldiers.

Mac Gargan doesn't like the government. They're his ex-employers, a permanent living reminder of his past, his failures, and his mutation. Nick Fury is the epitome of that failure, that hate. He was Mac's commanding officer during his time in the military. He was the one that ordered Mac on the fateful mission that transformed not only Mac's body, but life forever. Nick Fury was the one that grafted the suit onto Mac; he was the one that made him _Scorpion_.

And so it should be fairly obvious that this was a very tense situation. Mac floated, mask off, in thick orange liquid inside of a containment tank. Nick Fury stood, in SHIELD uniform, before that very tank. The two were each other's only company.

"Gargan," Fury greeted.

"Furyyy," Gargan replied, his voice thick and sharp, like a machete.

"It's good to know you've survived your battle with…_Spider-Man_," Fury sarcastically cheered. He began to pace back and forth across the room.

"Enough with the chit-chat," Gargan growled, "Get to it already. Are you going to kill me?"

Fury shook his head, "Despite how much that would pleasure me, it's not allowed. Your PTSD gets you off stark-free. Well, if you consider free to be 'permanent containment in a top-of-the-line SHIELD facility.'"

"And where would that be, exactly?" Gargan asked, trying to increase his chances of escape.

"The Triskelion," Fury answered, "Or more accurately, below it, in the first of—what will be—many supervillain prisons."

Gargan didn't like the sound of that. _Supevillain _prisons.

"You think me a %^&*ing villain?" Gargan shouted, "I'm a freedom fighter! I want to save this country from the terror of your cruel, arrogant, hypocritical government!"

"Enough," Fury pressed a button on his belt.

"AAGGHH!" Gargan screamed. His tank was alight with energy and electricity surged into his suit. After a few more seconds, the electrical bursts stopped, and Gargan relaxed.

Fury's expression remained stern, "They're nanites. The little buggers are in everything we make. Those are specially made for shutting up talkative powerhouses like you."

"I…will…ki-" Gargan began.

"Ah ah ah," Fury pointed to the button on his belt. Gargan quieted.

A hint of a smile emerged on Fury's emotionless features, "Now you understand. Good. We can get to the serious business. I've put forward a proposal that you might find quite intriguing."

Fury looked to Gargan for a response. There was none. The man remained motionless, eyes looking murderously at Fury.

"The proposal is this: a team of highly qualified, powerful criminals that would do the dirty work SHIELD, the FBI, and the CIA never could for considerably less jail-time. And I am considering you for that team, despite your…mistakes. It's yet to be approved, but if it was, would you consider it?" Fury bluntly said.

Gargan floated silently for a minute. When he finally spoke it was with a considerably lighter, almost humorous tone, "You would just let known criminals out onto the world?"

"Hell no," Fury shook his head, "You'd have a nanite bomb installed in your chest in case you went AWOL."

Gargan nodded his head, "Makes sense. I knew there'd be the catch. The real question is: is that the only one?"

It was now Fury's turn to be silent. He spent an eternity thinking over his answer. He finally picked the best one, the honest one, "Yes. Macdonald Gargan would be officially dead. You'd undergo surgery and would receive a new identity. And you'd never be allowed to interact with anyone from your past."

"How the hell would that work?" Gargan grumbled, suddenly irritated, "I'm stuck in this damn suit!"

"SHIELD has…ways of fixing things," Fury mysteriously replied.

Gargan's face relaxed. He spoke in an almost begging manner, "You…you can fix me?"

Fury didn't respond. His demeanor said it all.

"I…I'll consider it," Gargan said, "I'll definitely consider it."

"Good," Fury said. He left the room.

And that left Gargan all alone to consider whether or not Fury was lying.

Or whether Gargan could be saved. Whether he could stop being…

_Scorpion._

_**...**_

Maria Hill arrogantly strode into the Triskelion's Aerial Technology Department.

"How is it going?" Maria asked SHIELD's leading scientist, Hank Pym. The 'it' referring to the VULTURE Harness, which was laid on a desk in front of Pym.

"The Harness is unlike anything I've ever seen. The generator, the energy efficient air technology, it's all insane! Whoever Osborn had make this…well they're a genius! And honestly, it's not my field of expertise. I'm more a biotech type of guy," Pym replied.

"Stop the praising, Pyn, now! And find me the person who built this Harness…" Hill said.

"…because with this technology we could change the world."

**Note 2: Ok, the ending was quick. That's my fault. I'm lazy. Anyway, Merry Christmas, guys! I hope yours was as great as mine!**


	11. UPDATE

INFINITE SPIDER-MAN UPDATE:

So….I'm probably never going to finish this. If I do, it won't be for a long while. On the plus side, I've been writing a lot and I'm currently stationed at All Star Marvel and Ultimate DC (look 'em up) under the username Drake. If you just want to stick on this site, visit my new page at AllStarDrake.

For you Spider-Man lovers (so anyone reading this, haha), you should definitely check out my new Amazing Spider-Man title. It's written really well (my skills have improved), and the story's going to be epic in scope. Plus, I'm not going to abandon it anytime soon, haha!

So yeah. That's it. I thought I should update you guys. To summarize, Infinite Spider-Man is probably done, and you should check out _Drake's The Amazing Spider-Man. _


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